Rebel Against the Night
by CrossoverManiac
Summary: An evil force from another universe invades the world of Code Geass, and the human race will never be the same again.
1. Chapter 1: The Night Humanity Died

_Rebel Against the Night_  
>By<br>CrossoverManiac

_Code Geass_ is owned by Sunrise, Inc. _My Little Pony: Friendship is Magic_ is owned by Hasbro and created by Lauren Faust. This is a fan-based work not intended for commercial purposes. If you're not familiar with either series, check them out on Youtube; you'll be pleasantly surprised with both. Thoughts are in _italics_.

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><p>Chapter 1: The Night Humanity Died<p>

Rejection-she knew that feeling all too well; starting with the lonely nights tending to the moon and stars. She worked so hard to adorn her beautiful ebony sky. She was the seamstress, the sky was her dress; the moon was a pendant, and the stars were diamond studs that gave her garments a dignified radiance. It was that subtle elegance that she always strived for. But for all the good it did her; nopony would bother to admire her masterpiece. They couldn't be bothered to strain their necks let alone stay awake and enjoy her night. It was her sister that they loved and adored. It was her sister that brought out the sun. Her elder sister always outshined everypony, even her. Her sister was the center of attention. It was the sister that they loved and not her. She had enough.

One night she refused to lower her moon to make way for that gaudy sun. The elder sister demanded that she move out her way and let her shine, but she stood her ground. In that instant, she felt more powerful than she ever had in her life. She grew in statute and grace and towered over the vain, elder sister. The little coward fled from her greatness. For days, there was no sun, only her beautiful night, but then the sister came back. Rather than face her with her own power, the craven elder sister came armed with ancient magic and banished her to her moon.

There, she slept and dreamt terrible dreams of being alone for ten centuries, but the stars, her stars, could not bear to be without their master. They freed her from her prison, and she turned the tables on the elder sister trapping her inside her own sun. May she burn there for all of eternity! Unfortunately, she wouldn't even have the satisfaction of keeping her imprisoned for even a full day. The elder sister had a millennium to scheme her way out of her well-deserved punishment. She arranged to have six of her subjects find and use the very same ancient magic that trapped her in the first place, but the magic wounded her far worse than before. And that wound was the ultimate rejection she ever faced.

_ No, I don't want you anymore. I want to be good._

_ Don't be a foal! What has, as you call it, being 'good' has gotten you? Nothing but a thousand years of loneliness, and you want to go back to that?_

_ I don't want to be you anymore. Leave me alone. I miss my big sister._

_ You can't leave me. You and I are one in the same. I am you._

_ I'M NOT YOU! NOW LEAVE ME ALONE!_

She was ripped in half. One part of her remained in her elder sister's kingdom. The other part was flung through the different realms of existence. How pathetic! She is rejected once again, but this time by the better part of her. No! She isn't my better half. I am! She's just like them: ungrateful; snubbing her after all she has done. As always, she was rejected: by her elder sister out of jealousy of her superior magic, by the other ponies bewitched by her sister's shallow, superficial beauty, and, finally, by the timid little foal that used to be a part of her.

For days she wandered the realms of existence aimlessly until she came across a world inhabited by strange creatures, the likes of which she'd never seen before. They were misshapen, ape-like but uglier than the primates that lived in her elder sister's royal garden. They had no fur except for the patch on their head. The hairless apes covered up most their body in clothing. How can they stand to wear so much of it all the time? They walked always on their hind legs and used their forelegs to manipulate objects and fashioned all sorts of devices with them. It was painful just to watch them move about, but they didn't seem to mind at all. Or perhaps they do. The hairless apes rode in carriages that could move about on their own. There was a group of these carriages zooming along a track in single file like a giant metal snake. She then heard a roar above her. It wasn't thunder, but rather, a massive bird in the sky. She floated up till she was close enough to see that it too was made of metal and carried within it more hairless apes. It was then that she decided to stay in this realm and watch these creatures from the shadows and see what they were really like.

* * *

><p>The night was bright enough that objects were illuminated in a glowing haze, and the full moon, that just started crossing the horizon, dominated the cloudless skyline. The Sea of Japan was like liquid obsidian, pitch black but with a luster that made it as reflective as any polished mirror. Towering metal giants rolled along the water's edge. They were roughly humanoid in shape, but instead of the organic flow of the human form, they were angular. The limbs were a pair of prisms held together by joints and latched onto a torso that was also composed of a series of prisms, one overlapping the other. The head of each of the machines was elongated, and they were all carrying metal shapes with tubes sticking out of them in their hands. However, one of them did stand out from the others. It was red in color which was a contrast from the other dark gray machines and was more organic in design, save for the right arm. It was silver in color and was longer than the left. This machine was second in the lead.<p>

* * *

><p>While exploring the harbor, she came across what appeared to be giant-sized versions of the hairless apes. While in mist form, she concealed herself within the shadows and watched the metal figures go by. She focused her senses on them. Amazing, she thought. What odd magic these hairless apes possess! They are able to breathe life into metal statues! She could sense the life force of a hairless ape within each of the statues, but there was something else inside of them. It must be the magic itself, contained within the heart of these metal statues. Just observing the magic at work from a distance caused her mist form to ripple from the intensity. She began to wonder what the hairless apes were up to. They intrigued her enough that she followed them just far enough to keep them in her sights.<p>

* * *

><p>Zero, the mysterious leader of the terrorist organization known as the Black Knights, glanced over a topographical map in a reduced window on a cockpit monitor. Though known to the world as Zero, he was, in actually, Lelouch Lamperouge, Britannian high school student; and even this was an alias to hide his true identity-Lelouch vi Britannia, exiled prince of the Holy Britannian Empire. Lelouch divided his attention between piloting his Burai Knightmare Frame and finalizing his attack strategy.<p>

"Zero," a voice called over the radio, "are you sure this is a good idea?"

"Why are you so nervous, Ohgi?" Lelouch said slyly.

"It's just that this part of the shoreline has some pretty steep cliffs."

"And the passage between those cliffs and the water would be the perfect location for an ambush, right?"

"That's what I was thinking."

"That's very astute, Ohgi. You must know of my plans."

"What plans?"

Lelouch changed channels. "Kallen, when the Britannians attack, fire your radiant wave surger into the water."

"Understood," a woman's voice said on the comm. link. The red Knightmare Frame, known as the Gurren Mark II, took the lead.

"Zero, what's going on?"

"I gave an anonymous tip to the Viceroy telling her we were coming."

"YOU WHAT!"

"Just be ready to follow my lead, and we'll turn the Viceroy's own ambush against her."

In another Burai, Kaname Ohgi slammed a fist against the cockpit wall. Damn Zero, he did it again. Sometimes Ohgi would ponder whether Zero was some sort of egomaniac that got his kicks from rescuing the Black Knights from certain death or that he was so brilliant it just seemed that way, and he just wasn't bright enough to pick up on it.

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><p>As she tagged behind the living statues, she could sense the same magic as before, but on steep cliffs along the shoreline. She rose up and saw more of the animated statues. They had a similar blocky appearance, but their skin was a purple tone. They didn't have the elongated head like the others, carried oversized lances along with those odd-looking tubes, and wore capes on their backs.<p>

* * *

><p>Cornelia Le Britannia, Viceroy of Area 11, couldn't contain her glee and cracked a smile. At the foot of the cliffs were the Black Knights riding their Burais along the strip of sand between the cliffs and the sea. She narrowed in on the lead Frame but frowned upon seeing that it was the custom Knightmare that killed Jeremiah and almost ended her life as well. She wanted payback, but that Knightmare Frame wasn't her primary objective. She zoomed out and examined the formation.<p>

"Not leading your troops into battle? That's so unlike you," she whispered. "Are you losing your nerve, Zero?" She turned on her comm. link. "Your sources proved to be accurate."

"I'm afraid you give me undue credit, mi lady," a deep male voice replied.

"Nonsense, I'll see to it that you're rewarded handsomely for Zero's capture, Darlton."

"Thank you, mi lady."

"When I give the order, open fire at both sides of the formation and herd them together. They'll be too tightly packed to use all their firepower. The only option for them is either to drown in the ocean or to be mowed down by our Gloucesters."

"Yes my lord," said numerous voices on the comm. link.

Cornelia adjusted her video camera at a wide angle. The Burai formation was coming up to a narrow point on the beach. When the center of the formation was about to cross the narrow point, she cried out, "Fire!"

* * *

><p>The rumble of thunder came out of nowhere and startled her. Smoke and fire was coming from the top of the cliff and striking down on the metal statues along the beach. Savages! That's what they are! Savages! They're like foals playing with fire, and just like foals playing with fire, they destroy everything around them. Look at them fighting amongst themselves. Even at their worst, her subjects never acted in this deplorable manner. Even when they had conflicts with herds from different species, they scarcely shed blood, but these hairless apes can't even live in peace with each other. The red statue on the beach lowered its right paw into the bay and boiled the water. The steam spread along the shoreline obscuring everything. One of the other gray statutes waded into the water till it was knee deep, but then it stepped on something just below the water line. The others followed it and also found the high point under the water. Then wheels on the statue's feet came to life, and the metal monstrosity zipped across leading a trail of sea spray behind them.<p>

* * *

><p>"Cornelia, you fool!" Lelouch gloated to himself. "You've only been in Area 11 but for a few months, while I have lived here for half of my life. And because of that, I know about the remains of the old Edo-period cobblestone dock and you don't. It won't show up on any of your maps because it's submerged under water, but during low tides, the water level drops so much that a person can barely get their ankles wet. It's the perfect escape route out of your ambush."<p>

"Black Knights," Lelouch called out, "follow my lead. When we reach the shore, go into a V-formation. We'll smash through Viceroy Cornelia's flank."

The Black Knights, when they reached the shore, did as Zero commanded and formed a V-formation with Zero's Burai taking lead. They followed Zero to a point in the cliffs with a shallow slope. When reaching the top, the Burais doubled back and headed straight for the Viceroy's forces.

"Now, Black Knights, open fire. Make sure not to kill the Viceroy. I want her captured alive."

The Gloucesters were being barraged by a hailstorm of armor-piecing rounds. The projectiles slammed into the outermost Britannian Knightmare Frame ripping holes through the armored vehicles. One of them exploded when a round penetrated its energy filler. The explosion knocked the Gloucester next to it over.

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><p>As the fighting intensified, the energy emulating from their metal statues seem to grow with even more intensity. She felt an even stronger connection to it. The power was at its strongest when the red statue grabbed one of the others with its right arm. The other statue's skin bumbled up as though it was inflicted with boils and burst from within. At that point, she felt as though she could steal it away from these barbarians and make it her own. She reached out and touched the power within the statues; and in reaching out, she felt the magic all around: inside the poniless carriages, inside the giant flying birds, inside the metal serpent slivering along the tracks. That wasn't all. There was a vast supply underneath the ground, far more than what was on the surface. She marshaled the energy permeating the land and gathered it into herself. Yes, she could take it from them. She would make better use of it and claim this planet for herself.<p>

* * *

><p>She was within his sights. Viceroy Cornelia, his half-sister, was right in front him, inside her custom Gloucester in a hand-to-hand fight against one of the Black Knights' Burai. Once Cornelia is captured, he will force her to reveal who was responsible for killing his mother, Empress Marianne vi Britannia, and crippling his sister Nunnally. Once he's done with Cornelia, Lelouch will avenge them both. He aimed for the legs in order to assure Cornelia lives long enough to answer his questions. Lelouch locked on the Gloucester's knees and...then the Knightmare Frame's power system went offline. The monitor shut off. The hum of the energy filler died down. The emergency lights were the only illumination inside the cockpit.<p>

"What the hell!" Lelouch shouted. He squeezed the trigger on the stick control repeatedly. "Dammit! Not now, now when she's within arm's reach!"

* * *

><p>No! She didn't want to rule a land with these vile creatures. She wanted ponies to rule, not ugly, bloodthirsty apes. She could never imagine herself tolerating such a cantankerous species, or maybe she wouldn't have to. There was so much magical energy available to her. It would be a shame not to use it and rid this land of ugly, hairless primates. She then concentrated on the apes that were, a moment ago, fighting each other.<p>

* * *

><p>As Lelouch fiddled with the controls in an attempt to get the power running, a sharp pain traveled through his whole body. It was as though his Burai caught on fire and he was burning alive. Lelouch was having a seizure. He could feel his limbs being compressed. His face was being pulled outward, especially around his mouth. The helmet and faceplate that concealed his identity felt like a medieval torture device. Something inside the mask was pressing against his forehead and was threatening to punch through his skull. The pressure was like a migraine magnified tenfold. Lelouch fought to regain control over his body and against the convulsions. He mustered just enough motor control to reach behind and slip off the helmet but, for some unknown reason, couldn't open his hands to press the release mechanism. Lelouch panicked and kept hitting the back of the helmet until the release was triggered. The mask slipped off and tumbled down into the floorboard. Then Lelouch caught sight of a transparent figure on his monitor. It had an elongated face covered in dark purple fur and had a solitary horn running from its forehead. He would have screamed in terror if he wasn't already screaming in agony. Were the legends about one-horned ogres true? Was his Knightmare Frame possessed by an oni?<p>

After, what seemed like eternity, the pain subsided. Lelouch slumped over against the cockpit and panted heavily. The ordeal took a lot out of Lelouch. He wanted just to lay them and rest, but he couldn't, not with his troops still engaged with the enemy. He forced himself up. It was then that he noticed that his clothes no longer fit. His suit was bulging out and his sleeves and pant legs hung lose as though he was a quadruple amputee. Lelouch struggled against his clothes. Did he lose his arms? His legs? What happened to his body? Those questions ran through Lelouch's mind as he struggled to take off his clothes. When he was finally freed from the Zero costume, Lelouch stared in horror at his arms. They were only half as long, covered in purple fur, and ended, not with hands and fingers, but with hooves. It was then he realized the figure in the monitor wasn't some supernatural apparition; it was his own reflection.

* * *

><p>She was rather pleased with her workmanship. Her test subjects have worked out splendidly. She had taken away their malformed ape bodies and gave them beautiful pony bodies. She then directed her magic at the primates in the city. It didn't take long to turn the millions of inhabitants into ponies, and there was still some magic left to spare. Then she had an epiphany. She flew up into the outer edge of the atmosphere. From the new vantage point, she could sense the same magic throughout the entire planet. Yes! She will turn all the ugly apes into beautiful ponies. And she will rule them all. As ponies, they will no longer need to fight. They will be as one herd under her control...And they will learn to love her for it.<p>

* * *

><p>Lelouch stared in horror at the image reflected off the dark, glistening monitor and frantically shook his head in disbelief. He was no longer human. Instead, his mind and soul was now trapped inside a beast of burden.<p>

"Why, God, why! Why is this happening to me?" Lelouch screamed as he repeatedly hit the control panel. Suddenly, the realization that he was still in a battle crossed his mind. The only option Lelouch had was to evacuate his Burai. He hit the emergency release button. In case of a power outage, all Knightmare Frames have an auxiliary power source for secondary systems. Once the cockpit opened, Lelouch examined the battlefield. It was completely silent except for the sound of waves crashing into the cliffs. There was no light except for the full moon that had risen to a 30 degree angle in the sky. Then he heard other Knightmare Frame cockpits opening around him. What came out wasn't human. The pilots of both the Gloucesters and Burais were also turned into ponies.

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><p>One moment, Cornelia was in hand-to-hand combat with an enemy Knightmare. The next, her power supply died out, and she was being tortured by some unseen force. And now her body has been twisted into this pathetic form. Cornelia was completely naked. Just like Lelouch, her clothes no longer fit her new body. When her cockpit opened, her first instinct was to cover her bare chest out of a need for modesty, but then it occurred to her it was unnecessary. Female horses didn't have breasts-their mammary glands are on the lower portion of their body.<p>

"Viceroy!" It was Guildford, Cornelia's personal knight and champion. "Are you alright?" She heard the voice underneath her Knightmare Frame. Cornelia awkwardly placed a hind hoof into the foot restraint for the pilot tow line used to lift the pilot from the ground to the cockpit. Like the cockpit, it was designed to be operated without power from the Yggdrasil Drive. She stood up on her hind legs as best as she could and bit into the tow line. It was difficult to hold that pose as her back muscles and spine's natural posture was horizontal. She was lowered gently to the ground. When she made it down, Cornelia could see that Guildford had a light blue coat of fur and a solid black mane tied in a ponytail. He also has some sort of blotch on his hind quarter, but Cornelia couldn't quite make out what it was in the dark.

Guildford bowed before Cornelia. "Mi lady, please forgive me for allowing this travesty to happen to you."

Cornelia was bombarded with thoughts all focused on a very bleak future. _How can we go back to the homeland looking like this? What if they send us to a lab and dissected us? Father would never allow...no, don't kid yourself, the Emperor would show us no mercy, and in this form, I would be an embarrassment to the royal family...unless I capture Zero. If I can bring Zero to justice, I might garner enough sympathy that they'll spare our lives or even try to find a way to turn us back to normal._

"Quit groveling, Guildford. We have a battle to finish."

"But your majesty, in this form..."

"You're a soldier of Britannia. Use your bare hands if you have to. Your orders haven't change. Eliminate the Black Knights and capture Zero."

"Yes, my lord." Guildford called out to the other Britannia soldiers. "You heard the Viceroy. Continue pressing the enemy."

* * *

><p>Lelouch manage to lower himself safely to the ground. He wore the only articles of clothing that still fits: his Zero cape and the black mask worn underneath the Zero helmet that covered his face from the nose down. He watched the other Knightmare pilots repel down from their cockpits when he heard Cornelia give the order to attack. It was tempting to finish this battle once and for all, but if reinforcements came, they would be powerless to defend themselves. Lelouch imaged the horror of his Black Knights trying in vain to outrun Britannian Knightmare Frames. He could see, in his mind's eye, his comrades-in-arms being mowed down by anti-personnel fire.<p>

"Black Knights, retreat!" He ordered. The Black Knights knew their fallback position. The old underground subway system that fell out of use after the invasion spread throughout all of Japan and had hidden entrances dotting all of Tokyo. The nearest one was ten-minutes away...in a Knightmare. Going there on foot was another matter, but it was the only option left opened to them. Lelouch's forces hastened back towards the Tokyo settlements, all except for one. Though his appearance changed, Lelouch knew who was assigned to that particular Burai.

"Miharu, it's too late for you to come down," Lelouch screamed. "Stay where you are until we can come back for you?" Miharu was a new recruit from Okinawa who left home to fight against Britannia. This was his first time in combat. Unlike his battle hardened compatriots, Miharu let fear get the better of him and hesitated to evacuate his cockpit. He further compounded the mistake and lowered himself down as a group of Britannian soldiers rushed him. In a panic, Miharu tried to flee. A pair of wings unfolded from his sides as he ran. Whether he could fly or not, Lelouch would never know. Before Miharu had a chance to use them, the Britannians tackled him.

Lelouch couldn't think clearly. He knew Miharu didn't stand a chance. He started to activate his Geass when he realized that there were too many of them to make use of his power. He didn't even know if his powers still worked. It was then something yanked on Lelouch's cape. A pony with a thick, puffy mane bit his cape and was tugging on it.

"Zero, we can't help Miharu. We have to escape." Lelouch recognized the voice. It was Ohgi. "They're coming for us next." Some of the Britannian soldiers were running towards them. Zero and Ohgi fled and left Miharu to his fate.

The Britannians were kicking Miharu to death. Their hooves were covered in blood. Finally, the mob stepped aside for a Britannian with a horn and watched as she drove it between the new recruit's ribs. Miharu screamed out in pain. Blood spewed from his mouth, and, after drawing one last breath, he expired. The Britannian that delivered the killing blow was Cornelia herself. Her white coat and hot pink hair was stained in blood till her face and horn were dark red.

"Quit wasting your time on this cannon fodder," Cornelia sneered. "Concentrate on capturing Zero."

"Yes, my lord," the Britannian soldiers said in unison.

* * *

><p>It was amazing. For all of his life, Lelouch was physically underwhelming. He was dead last in sports and couldn't even power walk a 200-meter dash without getting short-winded. But here he was running faster and with greater endurance than he ever had in his life. Even Suzaku would be hard pressed to keep up with him, at least went it came to stamina. Because he and the other Black Knights were more familiar with the terrain than Cornelia's special regiment, they were almost guaranteed an escape, but then he noticed that he was lagging behind the others. Lelouch pressed forward and sped up, but it wasn't enough. The gap between him and the other Black Knights was widening. Lungs burned; muscles ached. Lelouch's staying power was still sub par; in as much as everyone else's physical attributes were multiplied as well, which meant he was still, physically, the weakest member of the Black Knights. Lelouch yanked off his mask and gasped for air. But how was he able to pull it off his face? He didn't stop and use his hands...no, his fore hooves...to pull it down. Yet, Lelouch could feel himself taking hold of the mask. This wasn't the time to dwell on these little details. Lelouch had to reach the fallback position or forfeit his life.<p>

Not far behind were the Britannians. They were gaining on Lelouch and would soon do to him what they did to Miharu. Lelouch knew he had no other choice but to stop and face his pursuers. Fortunately, for him, these particularly fleet footed Britannians were running ahead of the main group, and because their attentions were focused solely on him, Lelouch knew he could make eye contact with all of them at one time.

"There he is," yelled one of the Britannians.

"You'll pay for turning us into horses, bastard," another one cursed.

Lelouch, as melodramatic as always, covered his left eye with his right fore hoof and jerked it back revealing the bird-like symbol of Geass glowing to life in his left eye. "Lelouch vi Britannia, commands you," said Lelouch, "to die."

Lelouch's pursuers stopped in their tracks. "Yes my lord," they said in unison. With the power of Geass, no one is able to resist Lelouch's will, which was evidence as the Britannians ran toward the edge of a cliff and leaped to their death.

"At least that still works," Lelouch said. The outcast Britannian prince could hear more hooves running in his direction. This wasn't the time to bask in the glow of his minor victory. Lelouch forced himself to run despite his growing fatigue.

* * *

><p><em> My mother! I have to get back to her!<em> It was all Kallen could think about. Her mother was in a Britannian prison hospital and in a drug-induced coma. Kallen tried not to think about her enduring the same torment, but the mental images of her body twisted out of shape, screaming in agony and still at the mercy of the Britannians would not leave her in peace.

"Stop dragging your feet and hurry!" She snapped at the others. The rest of the Black Knights were on the verge of passing out from exhaustion while Kallen was still going strong. In fact, she wasn't even breathing heavy. Kallen was holding back to for the other Black Knights to keep up with her.

"Slow down Kallen," A pale blue unicorn with a red spiky mane and a bit of a stubble on his chip cried out in Tamaki's voice.

"Oh now what!" Kallen yelled.

"Where's Zero?" Tamaki asked. Kallen came to a complete stop and did a 180. The others stopped as well. "I don't see him anywhere."

Ohgi came running from behind. "He's right behind me." Ohgi turned and pointed but only to find Zero missing.

"What the hell happened to Zero, man?" Tamaki panicked. "I can't believe you left him behind."

"I thought he was right behind me!"

"Never mind that! We have to save Zero." Kallen then opened a pair of wings. The feathers were the same shade of green as Kallen's coat of fur.

"Can those thing..." Ohgi stuttered.

"I'm about to find out." Kallen ran at top speed and flapped her newly formed pair of wings.

* * *

><p>"There he is," Cornelia said to her soldiers. They shifted a few degrees to the left heading straight for the fleeing Zero. The most wanted man in Area 11 was just within eyesight. He was running, but unlike the others, his movements were sluggish. His gasps for air were loud enough to be heard by the pursuing Britannians. "Don't tell me you're tired already? I'd never imagined the great Zero was so feeble." Cornelia chuckled when she heard Zero grunting at her. "Must have touched a nerve," she gloated.<p>

Cornelia's heart raced in anticipation of capturing Britannia's most wanted terrorist. She sped up. Her subordinates followed suit and were rapidly closing the distance between them. They were only seconds away from capturing Zero once and for all when something buzzed overhead and caused them to stop in their tracks and ducked for cover.

* * *

><p>Kallen flew through the air with speed that could rival any mass-produced Knightmare Frame as she backtracked along the escape route, but she flew too fast and shot pass Zero and the Britannians. Kallen made a hard 180 degree turn and barnstormed over the Britannians almost grazing them. She then landed or, should it be said, made a pathetic attempt at landing. Her legs couldn't keep up with her flight speed. Kallen lost her footing and tumbled right into Zero. It sounded like a running back getting sacked while going wide open by a tackle at full speed. Fortunately, the Black Knights' leader veered his head at an angle in order to avoid skewering Kallen with his horn.<p>

Lelouch was in a daze. A sharp throbbing pain went off in his skull. It was only when Lelouch shook off the effects did he notice that Kallen was on his back. Her forelegs were wrapped around his neck and hind legs around his midsection. What Lelouch didn't feel was the ground underneath his hooves. They were suspended in mid-air, just out of reach of the Britannians. They leaped up trying to knock Lelouch out of Kallen's grip. The Britannians with wings came the closest. They got a few extra feet by flapping but always missing by just a few inches. Kallen was trying in vain to fly away but the added weight was too much. The mob below shadowed them, waiting for Kallen and Zero to land.

"The cliffs," Lelouch yelled, "head for the cliffs!"

"My wings are about to give out. I can't risk flying off the cliffs."

"Don't trying flying. All we need is a controlled fall."

"I get it." Kallen struggled to fly pass the edge of the cliff. She slowly lost altitude. A few seconds later, they made a soft landing on the beach.

The Britannians watched in frustration as their prize escaped them yet again.

A Britannian stallion with light brown hair, an apricot coat, and a nasty scar across his face backed away from the others. "Step aside," he said, "I'm going after them." He took a deep breath and tried to steady his trembling legs. He then stretched out his wings.

Cornelia stepped in front of him. "Don't risk it Darlton," She ordered. "It's too dangerous. Even if you made it, Zero's forces could be nearby. You'd be outnumbered, and we wouldn't be able to come to your aid." Darlton relaxed, tucked away his wings, and let the tension in his muscle ease up.

Guildford peered along the side of the cliff and saw something on the far left. He hastened along the edge until he was close enough to see it.

"Viceroy," Guildford called out. "It's Jefferies and the others who ran ahead of us."

The Britannians ran to Guildford and looked down and saw a pile of ponies at the foot of the cliff. The ground where their broken bodies laid was stained in blood.

"Are you sure it was them?" Cornelia asked.

"Yes, mi lady," Guildford answered, "Jefferies' group consisted of three regular ponies, four winged ponies, and two horned ponies, mi lady. But why would they leap to their deaths? Didn't the winged ones at least tried to fly?"

"I can't believe men from my unit would commit suicide in the middle of a battle," Darlton said in disgust. "They should know soldiers fight when ordered, no matter the condition of their bodies."

"No Darlton," said Cornelia, "the suicide pacts started awhile back, about the time Zero showed up. There's something about that bastard that induces insanity in our soldiers."

* * *

><p>Kallen and Lelouch made it to the hidden entrance to the subway station. The passageway was concealed under fake shrubbery attached to an automatic door. Lelouch nudged a rock out of the way. Beneath it was a security keypad. Lelouch punched the numbers with his horn. 1, 0, 2, 5, 0, 3, 1, 1, 2, 2, 8, and finally 0, but nothing happened.<p>

"Nothing seems to be going out way tonight," Kallen sighed. It was then the door was forced open from the inside. They were greeted by the rest of the Black Knights.

One of the regular ponies, a male with a dark brown mane and beige fur spoke up. "Kallen, Zero, are you okay," Zero could tell it was Yoshida by the voice. Also, they all kept the same hair color and style or a close proximity to it.

"Aside from being turned into a hoofed-mammal, about as well as expected," Zero said. Yoshida's frown was an indication that Lelouch's dry wit wasn't welcomed at this time.

Ohgi crept out of the entrance. "Um...Zero...look I'm sorry about leaving you behind."

"No need to apologize, I'm not exactly the model of physical fitness. Besides, we have more pressing manners. Let's get out of the open before we're spotted."

The last Black Knight to enter the passageway shut the door behind him. The tunnel went completely dark.

"Don't tell me, the power generators for the tunnels are out," Zero huffed.

"Afraid so," Ohgi replied, "but we found an alternative light source. Tamaki?"

"Why me?" Tamaki griped.

"Because you're the only one who can?"

"But Minami has a horn too?"

"But yours is the only one that works?"

"Oh alright," Tamaki whined. It was then Tamaki's horn glowed bright white and illuminated the murky tunnel. "But you better not get used to this."

"Yeah, whatever Tamaki," Kallen said. "Just hurry up. We have to get back to Tokyo ASAP."

"What are you in such a hurry, Kallen?" Tamaki asked.

"Quit being so damn nosy."

"I was just asking."

"And now I'm telling. So quit wasting time."

"That's enough out of both you!" Zero yelled. Tamaki and Kallen stopped bickering and turned their attention at their leader. "This back and forth isn't helping. And Kallen, don't be so impatient. We're defenseless against the Britannians in our current form as well as easily identifiable. We can't blend back into the population looking like..."

"What if everyone else has been transformed as well? We have to think of that possibility."

"I thought about that, but we also have to make contingencies for other possible outcomes. For all we know, those at the battle were the only ones transformed. We may even have to go into quarantine if it turns out that the metamorphosis was caused by a contagion." Zero could tell that Kallen was troubled, most likely she was worried about her mother. Lelouch felt the same way. His sister may have been changed as well. The thought of the same agony being inflicted on his younger sister was driving him mad, but he had to keep his trepidations under control. Lelouch knew he could do more harm than good if he wasn't careful, especially if the transformation was caused by an infectious disease. Even if it wasn't, Lelouch could still be endangering his sister if the only ones transformed were the ones at the battle. It was be proof that he was a member of the Black Knights. "When we make it back to Tokyo, we'll still have a few hours before sunrise. You may scout the area from above. I'll have a special route for you to follow." That route would include a pass over his school, Ashford Academy.

"Thank you, Zero," said Kallen. This made her feel a bit more at ease.

* * *

><p>The Black Knights was nearing the end of the subway tunnel. It was only a quarter-mile before they surface in the heart of the Shinjuku Ghetto. There wasn't much in the way of conversation since they started their long journey back to Tokyo. The mood was somber, and for Tamaki, it was too somber.<p>

"Hey Inoue," Tamaki teased.

"What do you want?" A winged mare with a blue mane and yellow coat spoke up.

"Well, since we've all been turned into horse people, I was wondering if, you know, if you're inter..."

"I'm not going out on a date with you, Shinichirō."

"You don't need to be so formal, it's Tamaki." Inoue didn't say anything else. "Why you have to be so cold towards me?"

About a minute later, Inoue responded. "Shinichirō," she said.

Tamaki looked over his shoulder. "Yeeeah, you have to something to say to me," Tamaki smirked. He expected something on the lines of an apology or a kind word to make up for brushing him off.

"Could you *please* stop flapping your tails around? I can see your...," Inoue looked to the side in embarrassment, "testicles."

Tamaki rolled his eyes, but he did as Inoue requested. A few minutes later, the silence was getting to Tamaki again.

"Hey Zero, you got a horn too; how about switching it on? That way we'll have twice as much light."

"You do have a point Tamaki," Lelouch replied. "How were you able to get yours to glow?"

"I got pissed off that the power went out and then the next thing I knew, it was glowing."

"I'll give it a try." Lelouch concentrated. His horn began to glow, but it wasn't the bright luminescence of Tamaki's, but rather, a low hue. But then, that same hue formed around Ohgi, who was hovering in mid-air.

"What the hell!" Ohgi yelled out. The others stopped in their tracks and watched him levitating four or five feet off the ground. Lelouch lost his concentration, and Ohgi fell face first into the hard gravel lining the subway floor.

"What happened?" Ohgi said while rubbing the front of his muzzle.

"I don't know," said Lelouch, "I was trying to get my horn to glow, and then you started floating."

"Wait, Zero has telepathy?" Tamaki frowned.

"You mean telekinesis. Telepathy is mind reading." Lelouch corrected Tamaki.

"Oh that is so lame! Zero gets superpowers, and I'm stuck being the human glow stick. That is so unfair!"

* * *

><p>About another twenty minutes later, the Black Knights made it to the Shinjuku entrance. It was a metal sliding door camouflaged on the outside to appear to be bricks walling up the entrance. The door would be difficult to open, which it was designed to be in order to deter intruders. It was opened by a rack and pinion system. The gear was connected to a circular spring. As the door opened, tension on the spring increases. Even a man in peak physical condition would find it difficult to slide the door open even by an inch or two. The only way to gain access is by typing in the code on the hidden keypad, which would activate the electric motor built into the rack and pinion system.<p>

"You want to give a try, Zero," Ohgi offered.

Lelouch knew what he meant. "Everyone, stand back, I don't want you to get hurt if this goes wrong." Lelouch concentrated on the door. As before, a soft hue surrounded his horn and, in turn, the door. Lelouch gritted his teeth and grunted. The door slid open by a few inches. Lelouch and the door stalemated in their tug-of-war. Kallen ran pass Lelouch and braced her shoulder against the edge of the door forcing it open by a few more inches. Ohgi, Tamaki, Yoshida, and Kento Sugiyama came to Kallen and Lelouch's aid, each one bracing their shoulder into the other's hind quarter.

"Come on," Ohgi strained, "just a few more centimeters and it'll catch the latch and stay open." It was then, Yoshida lost his footing. He slipped causing Tamaki to do the same as well. Ohgi, Kallen, and Kento couldn't hold the door open for much longer. It forced the remaining Black Knights backwards. Their hooves left skid marks on the concrete floor. Then Lelouch took his concentration off the door and onto a 55-gallon drum setting inside the passageway. The remaining three press against the door as it slid back even further. It was about to close on them when the metal drum floated through the doorway.

"Now let it go," Lelouch ordered. Kallen and the others pulled back at the same time. The door slammed into the drum denting it in but still leaving them with plenty of room for them to walk through.

The other side of the door led to the inside of a rundown warehouse. The metal siding and roof was bent out of place. There were puddles of water all over the concrete floor.

Kallen rubbed the line cut into her shoulder by the rim of the door with her front left hoof.

"Are you alright, Kallen?" Ohgi asked.

"I'll live." She walked over to Lelouch. "Zero, you said I could scout out the area for you.

"Not without checking for Britannian air patrol you won't," Zero warned. Just then, Lelouch sniffed the air. "Is that smoke?"

"Guy!" Tamaki yelled. He was peering out a door. "Oh man, it's like the invasion of Japan all over again." The others ran to the doorway. Lelouch was the last one there.

"Step aside," he ordered. The Black Knights cleared the way for him. It was as Tamaki said. Not far from their position, the burning wreckage of a plane lit up the night sky. The flames towered over most of the buildings in the vicinity. The broken tail and wings were the only parts of the plane still recognizable. They also saw the silhouette of a crowd gathered around the massive inferno. It was then Lelouch saw something that made his blood run cold. Ponies-ponies by the hundreds vacating the rundown ghetto apartments and heading towards the blaze. Many of them were carrying buckets in their mouths. Some of them ran by and stopped in front of the warehouse for a moment.

"Don't just stand there," a regular female pony pleaded, "grab a bucket. Everything stopped working, and this is the only way we can keep the fire from spreading."

"So much for the quarantine," Ohgi mumbled.

"I'm sorry Zero," Kallen panicked, "but I can't wait any longer." The others called out to her, but Kallen paid them no mind as she ran in the opposite direction of the fire and flew away.

"What's the hell is wrong with Kallen!" Tamaki yelled. "Zero, what do we do now?" But Zero didn't answer. "Zero?" Tamaki called out, but Zero was nowhere to be found as well.

* * *

><p>For the first time since its construction, the Tokyo Settlement is in the dark. Once, it obscured all the lights in the sky except the moon. Now, all that is left of this luminescent gem was the faint glow of candle lights. One such light was at the entrance of the Viceroy Palace. A lone unicorn stood vigilant staring at the gate leading into the palace grounds. The candle she held in her mouth highlighted her gray fur and pink hair.<p>

The unicorn felt a hoof nudging her on the shoulder. It was a mundane pony with a gold-colored coat and a brown mane.

"Your majesty," the earth pony said in Suzaku's voice, "you should come inside for now."

The unicorn set the candleholder on the ground. "Suzaku," the unicorn said, "I told you to call me 'Euphie'."

"Right, Euphie," Suzaku said hesitantly. Even though Princess Euphemia le Britannia permitted, even ordered, Suzaku to call her by her nickname, the young honorary Britannian felt apprehensive being so familiar with royalty.

"Are you still worried about the Viceroy, your ma...Euphie," Suzaku corrected himself.

Euphemia nodded. "She told me that she was given an anonymous tip on Zero. What if this thing happened to her during a fight?"

"Don't worry Euphie, the Viceroy is an outstanding soldier. She wouldn't let Zero get the best of her."

Euphemia didn't respond. She was certain that Zero was her half-brother Lelouch. She knew, from the time she spent with him at Marianne's villa and from the reports of Zero's resourcefulness, that it would take a miracle ordained from Heaven for her sister to make it out alive, if Euphemia's theory on the identity of Zero was proven true.

Just then, a bell from the top floor rang out. "We have intruders," the look-out stationed on the top floors called out, "heading towards the palace gates by air." The sound of hoofsteps echoed along the palace's reinforced concrete walls. The palace guards raced towards a shadow in the night sky until they were close enough to discern what invaded their air space. It was a horned mare with a face covered in blood being carried by a pair of winged stallions on a canvas tied to their bodies.

"Identify yourselves!" One of the palace guards ordered.

"Where's the Sub-Viceroy?" It was Cornelia. The palace guards stood at attention, or at close it as possible given the limitation of their new forms.

"A thousand pardons, your majesty," a palace guard apologized. "We were unable to recognize you with your...change in appearance."

"Never mind that!" Cornelia barked. "Where's Princess Euphemia."

"I'm right here," Euphemia shouted with joy. She ran out the palace gate and waited for them to land. "Oh, Big Sister, I was so scared that I'd never see you again." Euphemia nuzzled up to Cornelia.

"Oh Euphie," Cornelia gladly accepted her younger sibling's affection. She was so caught up in the moment, it took a few seconds for her to remember proper decorum. She pulled away from Euphemia. "I'm glad to see you are unharmed, Sub-Viceroy."

"Right," Euphemia said with a tinge of disappointment in her voice. Euphemia back away and gasped. "Cornelia! Are you hurt?" She inspected her sister's head.

"I'm unharmed, Sub-Viceroy. The blood isn't mine. I had to...," Cornelia paused for a moment, "improvise during battle."

* * *

><p>Cornelia sat in the royal bath with her younger sister and shivered. The luxurious bedroom-size tub was completely dry. Their bath water was in two buckets: one to wash, the other to rinse. They were lucky the mains still had pressure for the time being. Cornelia stood still for her younger sibling to wash the blood off her face. Euphemia gently rubbed a scrub brush over the blotches of dried out blood. Some of the water mixed with blood and soap ran down the brush handle and into Euphemia's mouth. When she was done, Euphemia stuck her head into the rinse bucket, took a swig of water, and gargled. She walked over to the washbasin, revved up on her hind legs, and spat.<p>

Cornelia hung her head down in shame. "I'm so sorry to make you do this, Euphie." To ask her own younger sister to bathe her was deplorable enough, but to make her use her own mouth made it all the more unbearable. Euphemia's only response was to take hold of a dry towel and bring it to her sister. "No, you've done enough for me already."

Euphemia laid the towel to the side. "Nonsense, you'll freeze if I don't dry you off. Now go ahead and rinse. Cornelia stuck her head in the bucket, and, once she was done rinsing off, Euphemia patted her dry.

"Euphie, it's going to be tough for the time being, but if we hold our ground long enough for reinforcements from the homeland, we can make it out alive."

Euphemia laid the towel down again. "What if they don't come? What if what happened to us happen to..."

"Don't talk like that!" Cornelia snapped. "They're on the other side of the globe. Whatever the Black Knights did couldn't have had any effect outside of Area 11, let alone touch the homeland."

Euphemia wanted to challenge her sister's conjecture but didn't have the courage to contradict her, not after what happened. She had her reservations about blaming Zero for this evil. She knew Zero didn't have that sort of power, and if he did, he would have used it only on Britannian soldiers, not innocent civilians, and certainly not on himself and his Black Knights. It wasn't like her sister to make such baseless assumptions, but then again, her sister wasn't transformed into a pony before.

* * *

><p>Pendragon City<p>

Schneizel el Britannia stared at the giant flatscreen monitor that stretched from one side of the command center conference hall to the other. The room itself was large enough for a small two-story home to fit inside. On the screen was a map of the world. All land from Japan to halfway to the EU was colored in deep red. Schneizel stared intently at the monitor, but for all the good it would do him, he thought. Satellite feeds died hours ago, and the phenomenon was moving so fast, it rendered the map out dated. He rested his elbow on the arm rest of his chair and leaned his cheek up against his knuckles.

"So, my son," a voice bellowed above Schneizel, "any thoughts on the situation." The figure towered over everyone else in the room at a whopping over six and a half feet tall, but he didn't have the normal lanky built associated with those of above average height. His broad shoulders were those normally found on a power-lifter or a body builder despite his age, which was betrayed by his long, white hair styled in the manner of a British judge and wrinkled, yet angular, face that have seen many a day. He was Charles zi Britannia, 98th Emperor to the Holy Britannian Empire and the enemy of Lelouch.

"I would if I had more information," said Schneizel.

"Make do with what you have," Charles admonished his son.

Schneizel resisted the urge to tell the old man off. He didn't need the added insult of being lectured in public by this father. "I have ordered a radar plane and two squadrons of Knightmares with FLOAT units on standby. Hopefully, the phenomenon is manmade and can be stopped before it has a chance to cripple the empire.

"Your majesty," a voice called on the comm. link, "we have made visual confirmation of power outages in Scottsdale and Mesa."

"Can you detect the cause of the blackout?"

"No, you majesty, we do not detect enemy aircraft. Radiation detection instruments haven't pick..." Suddenly, the transmission went dead.

The prince changed channels on the comm. link. "General Vinge, how much longer before the emergency generators are ready?"

"It'll be another seven hours before we're done. It's a difficult task to jury-rig systems that don't have sakuradite components."

"Do you really believe this is being caused by a Gefjun Disturber?" Charles criticized.

"I know the briefings said the weapon is limited in range, but we can't assume our adversary hasn't perfected the technology." Just then, the power failed. Some of the soldiers switched on their flashlights.

"I'd never imagine it would end like this for Britannia," Charles grunted. Then, suddenly, a sharp pain fell over the Emperor. It was so unbearable that Charles fell to his knees, but he wasn't along. Schneizel and the soldiers were forced to kneel by the agony ravaging their bodies.'

That night, darkness and screams of torment took possession of Pendragon City.

* * *

><p>The night had been a most tiresome one for her. The magical power she stole from those quarrelsome primates didn't rejuvenate her as much as granted her the necessary catalysis that would make their transformation possible. This was accompanied by the exhaustion that had overtaken her. She was now in the same location where it all begun. She shook her head looking at the bloodied and bruised corpse of one of her beautiful little pony. Such damnable creatures-they don't seem to learn. She would have to set new subjects straight, but the night spent transforming the ugly apes into a more presentable form and the wounds she receive when she was banished from her old kingdom has taken their toll on her. Instead, she willed the earth to open and swallow up the lifeless body of this poor little pegasus. It was the least she could do for him. For now, she will let these ponies get accustomed to the new life she had given them. Maybe, by the time she recovered, they would finally give up their murderous ways and accept her as their queen.<p>

* * *

><p>I hope you enjoy <em>Rebel Against The Night<em>. Next chapter will cover the consequences of Nightmare Moon's actions on humanity and how the ex-human race will cope with the change.


	2. Chapter 2: The Terrible Aftermath

_Rebel Against the Night_  
>By<br>CrossoverManiac

_Code Geass_ is owned by Sunrise, Inc. _My Little Pony: Friendship is Magic_ is owned by Hasbro and created by Lauren Faust. This is a fan-based work not intended for commercial purposes. Thoughts are in _italics_.

Chapter 2: The Terrible Aftermath

* * *

><p>The Ashford Academy gymnasium was packed full of ponies. Most of them were almost, but not quite, fully grown. Those that were more mature were outfitted in military attire hastily cut and hemmed in order to fit their new bodies. The teenage ponies whispered to each other, careful not to be heard by the soldiers.<p>

"I thought they cancelled classes." A winged colt griped. He had pear-colored fur, a blue mane, and the image of a motorcycle on his hind quarter. "You'd think school would be out after we got turned into horses."

"How am I supposed to know?" A horned filly asked rhetorically. Her dark green mane was arranged in a pair of pigtails, and her coat of fur was vanilla white. Her flank mark was an atomic nucleus surrounded by four orbiting electrons. She sat on her rear and cuddled up in order to conceal her naked body. "I don't have all the answers, Rivalz."

"You don't have to be so rude, Nina." Rivalz frowned. "Hey Chief, what's gotten into her?" Rivalz spoke to another horned filly with a short blonde mane, sky blue fur, and a smiling sun on her flank. Unlike the others, she was staring listlessly out into space and detached from the world around her. "Yoo hoo, Milly?"

"You know why she's upset, Rivalz," Milly deadpanned.

"Oh right," said Rivalz who just realized the obvious. Just then, the room became silent as a stallion trotted on the stage. A lapel pin in the shape of a family crest fastened the blue cape, which concealed his flank symbol, around his neck. His clothes were also poorly hemmed together. He had a white mane and maroon fur.

"Good morning, loyal citizens of Britannia," said the stallion. "My name is Baron Alexander Franklin. If you studied your history as good students should, you should know of the patriotism that my ancestors embodied." He held his chin up and smiled proudly. "I am a direct descendent of Benjamin Franklin, the man who warned the Duke of Britannia about Washington's Rebellion and stopped the evils of democracy from infecting our homeland."

"Everyone knows Benjamin Franklin turned on Washington because he was promised nobility." A winged colt whispered to one of his friends.

"Who said that!" The baron leaped off staged. "It was you, wasn't it!" The other students backed away from the winged colt. "Guards, escort this slanderer off the premises. My ancestor was motivated by patriotism, not by his own personal gain."

"Yes my lord," said two of the soldiers who took hold of the winged colt and dragged him outside."

Baron Franklin climbed back on stage. "Now, as I was saying before I was so rudely interrupted, my family knows the meaning of service to the empire. And I hope you young Britannians do as well." The baron pontificated for another hour on the virtues of patriotism. It was only when he noticed his own men dozing off did the baron cut to the chase. "Now everyone listen up!" He yelled loud enough to stir the sleeping ponies. "The Viceroy has issued orders establishing this campus as an emergency shelter should the Numbers invade the Tokyo Settlement and that all able-bodied students will make themselves available for conscription."

"We're being drafted?' Rivalz blurted out.

"Yes, but as the emergency magistrate for this sector, I can choose how to allocate our forces. Since none of you are trained soldiers, you will serve as support personnel, but don't think you won't be targets. If those savages somehow manage to breach our defenses, they will consider you to be enemy combatants. So be ready to fight if worse comes to worse."

The baron then went on about food rations and warnings to not eat meat due to the cases of food poisoning that resulted from herbivores trying to live off an omnivore's diet. While the baron was speaking, a tiny foal, who, unlike the others, had no symbol on her flank and wandered around the gymnasium carrying around a medicine bottle in her mouth.

"Hey little girl, whacha doing here?" Rivalz asked. "Don't you know this is a school for big boys and big girls?"

The filly spat out the medicine bottle. "I know that, sir," said the foal. Judging by her voice, she couldn't be older than seven. "But my daddy is a teacher and I have to give him his medicine. Mommy says Daddy has to take his medicine or his blood will be high."

"If you tell me your daddy's name, I can help you find him."

"Daddy's name is 'Daddy'."

Rivalz frowned. He tried a different approach. "Then tell me your last name."

"My name is Abigail Wilhelm," the foal answered.

"Oh, your father is the history teacher. I'll take you to him." The two cut through the crowd and made their way back into the school.

"Where are we going, mister?"

"Inside the school. I think your dad is in his homeroom." They trotted down the hall and stopped in front of room S-122. Rivalz stuck his head through the door. "Professor Wilhelm? Are you here?"

He caught sight of several ponies in the classroom. Two of them, a stallion and mare, were fully grown. The other two were foals even younger than Abigail and, like Abigail, had no symbols on their flanks. The mare was sitting down nestling the youngest foal in her forelegs and rocking back and forth. The middle child was in the corner playing with a pile of toy Knightmare frames. The stallion was trying to write something down, but his lips seemed to lack the dexterity that he used to have when he had fingers. None of the paper thrown haphazardly around the garbage can was legible. "I can't even write a goodbye letter."

"Hey Professor Wilhelm," Rivalz waved a hoof, "I found your daughter. She was looking for you in the gymnasium."

"Abigail, I told you to stay with us," the professor admonished his daughter firmly. Abigail galloped to the desk and dropped off the medicine.

"But Daddy, Mommy said you have to take your medicine to feel better. Mommy, you said Daddy has to take his medicine."

"Your Daddy doesn't have to take his medicine anymore," the mother said with a blank expression as she rocked her foal. "He doesn't need it anymore."

"I have to speak with my wife in private," said Wilhelm, "could you give us some privacy, Mr. Cardemonde?"

"Sure thing, professor," said Rivalz.

* * *

><p>Lelouch trotted along the bleak alleys beneath the Tokyo Settlement superstructure. The Zero cape and mask were discarded. For now, he was Lelouch Lamperouge, the Britannian student who had the 'bad timing' of being caught outside the Settlement in the middle of a disaster. Lelouch groped around in the dark trying to find his way around the ground level area. The sun came up a few hours ago but only indirect sunlight made it to the ground level and even that diminished as one goes deeper into the settlement. Something caught Lelouch's hoof, and the Britannian prince-in-exile tripped and fell. Lelouch knew he wouldn't get anywhere like this. After picking himself up, he concentrated on making his horn glow as Tamaki did his. Instead, random objects floated around until Lelouch was encircled by levitated items that were enveloped in a ghostly aura.<p>

"If you only knew how creepy that looks," a voice called out from the shadows. Lelouch lost his concentration, and the objects came crashing down. He turned and saw a figure with a long mane and what looked like a dark stain all over her face.

"C.C., where's Nunnally!" Lelouch demanded. "Why aren't you with her?"

"I didn't have a choice in the matter. It's not like I wanted to take a header from the top floor of the settlement and crack my skull open." C.C. pointed to the dark blotch on her face. The plunge from the top level of the settlement was only a minor inconvenience since C.C. still retained her Immortality Code even after being transformed. "The Viceroy declared martial law and took control of Ashford Academy. It was either leave or be captured by Britannia again."

"How is Nunnally?"

"She's safe, Lelouch-scared, but safe."

"I'd feel better if I could be there for her."

"That won't be easy to do. Your half-sister placed the Tokyo Settlement on lockdown. They won't let you in."

"You know I can be persuasive," Lelouch activated his Geass.

"You can persuade people, not barricades. Last time I checked, Cornelia conscripted the student body and order them to pile all the junk they could carry on top of the emergency exits."

Lelouch stomped his hoof. "Why does everything have to be so difficult?" He then fell to his knees. "My little sister is up there alone and fate throws one road block after another."

"Quit your whining, Lelouch," C.C. ridiculed.

Lelouch looked up at C.C. and glared angrily at her. "Don't you dare mock me!"

"Why shouldn't I? You're Zero, the one that swore to destroy Britannia. If you're able to topple an empire, then rescuing your little sister should be a menial task in comparison."

The scowl that Lelouch wore fell off and was replaced by first a smirk and then by a chuckle. Lelouch took a deep breath and exhaled. "You're right C.C. Thanks for the swift kick in the rear. I needed it. Come on, we have some errands to run before meeting up with the others." The two headed back to Shinjuku. As they were trotting towards the edge of the settlement, the darkness faded. C.C., who was at the rear, stared at Lelouch's flank, which had the image of a black king chess piece on it. The immortal mare had bright green mane and white coat of fur.

"By the way, nice tattoo," C.C. joked.

Lelouch growled. "That's not funny. The last thing I need are distinguishing marks. The Viceroy already knows what my fur and hair color are." Lelouch then looked at C.C.'s flank. "So, should I call you Infinity Girl for now on?"

C.C. instinctively glanced at the infinity symbol on her own flank and replied, "only if you like being called Chess Boy." Lelouch chuckled at the return jab.

"So, you can laugh without sounding evil," C.C. grinned.

* * *

><p>The bucket brigade branched out in all directions and snaked around the dilapidated buildings from the ever-growing perimeter of the fire. The desperate citizens of the Shinjuku ghetto took water from the homes of Elevens whose indoor plumbing still worked. They passed the buckets back and forth with their mouths. At the end of the line, the last pony tipped the bucket over since tossing the water with their mouths was too awkward. Other ponies were beating smaller fire with articles of clothing they could no longer wear.<p>

Suddenly, a piece of the wing sticking through the blazing building fell when the inferno consumed too much of the building's structure to hold it up. The wing broke apart into numerous red hot aluminum fragments. A portion of the bucket brigade was plummeted by the burning wreckage. The ponies that survived the initial pummeling shrieked in agony. Some of ponies in the bucket brigade broke rank and raced to aid their fallen comrades. They did all they could to smother the flames and free their fellow Japanese from the debris. Tamaki directed all of his concentration on the wreckage. His horn lit up, but the debris wouldn't budge. He kicked ground and snorted just like a horse.

"What are you standing around for!" Ohgi yelled. "Grab a bucket." He ran over to the segment of the bucket brigade and pointed to the airliner wreckage. "Concentrate on that area! We have people on the other side that's burning to death!" A pony in the bucket brigade was momentarily distracted by the compass on Ohgi's hind quarter. "Pay attention!" Ohgi yelled at the daydreaming pony.

The bucket brigade shifted position and began dumping water on the wreckage. Slowly, the flames died down enough to attempt a rescue. Fragments of wreckage were kicked away until a clear path formed. The rescue team examined the bodies one by one looking for survivors. Out of the nine, only one was still among the living. She was screaming in pain. Most of her skin was charred, and a chunk of her horn had broken off.

"Somebody, get a wheel barrel, a cot, anything!" Ohgi ordered. "We have to move this body!"

Minami galloped to Ohgi's side. "Let me try that telekinesis stuff."

Oghi nodded. "Go ahead. We don't have much of a choice."

Minami concentrated on the badly injured mare. The horn glowed with a light hue like Lelouch's, but the burn victim didn't levitate off the ground. Rather, she stopped screaming and became at ease. Minami, seeing that he wasn't making any progress in moving the victim, stopped using his powers. The mare gritted her teeth and then cried out.

"Please," she pleaded, "don't stop doing what you were doing! It hurts a lot worse if you stop!" Minami focused on the mare and activated his powers. Again, the pain subsided. "I think I can move on my own now. Just keep using that power of yours." The mare struggled back up and slowly walked out of the pile of debris with Minami close by. Minami stayed with the inflicted mare for about thirty minutes and tended to her wounds. In that time, the severity of the burns lessened.

"Ma'am," said Minami, "I have to go back and help. Please bear with it until I come back." The aura around his horn dissipated.

"It's alright," said the mare, "I'm feeling better now. It still hurts, but no where near as bad as before. Thank you." Minami was about to go back to the bucket brigade when the mare called out to him. "That picture on your hind quarter-it suits you." Minami glanced at the pattern on his flank. It looked like a stethoscope and band-aid.

* * *

><p>"I can't believe Shirley is still playing that silly stranger game with Lelouch." Rivalz said. He, Milly, and Nina walked through the chapel looking for candles for the soldiers stationed at Ashford Academy.<p>

"You said something, Rivalz?" Milly said in a detached tone of voice.

"Milly, pay attention," Rivalz scolded. "I said Shirley is still playing strangers with Lelouch. I asked her if she visited Nunnally and that she needed cheering up since Lelouch went missing. And then she had the nerve to ask me if they were related. Couldn't you set her straight? I mean, it's practically the apocalypse, and she's acting like some bratty little kid." Unbeknown to Rivalz and Milly, earlier on, Shirley discovered that Lelouch was the terrorist Zero and that Lelouch used his Geass to erase him from her memories as a way of keeping Shirley at a distance and protecting her from the consequences of the actions he took as Zero. Rivalz looked around the chapel. "Now, where did they keep the rest of the candles?"

"Don't make a big deal of it." Milly kept staring into empty space and didn't even bother to face Rivalz. "We all have our ways of coping."

"How can you be so calm about this? Lelouch is missing and everyone is acting like it's no big deal, even Shirley."

"Will you shut up Rivalz!" Nina yelled.

Rivalz was in shock by his friend's outburst. "Nina! What's gotten into you?"

"Have you gone blind?" Nina held up her foreleg. "We're been turned into freaks, and all you can do is gripe about Lelouch and Shirley's love life!"

"Heh," Rivalz grunted, "I can't believe it, a mouse that roars."

"Do I look like a mouse to you? I'm a farm animal!"

"Calm down Nina," Milly deadpanned, "you too Rivalz. Bickering isn't going to make us human again."

"Well you're not the only one, Nina," Rivalz yelled back at her. "How about caring about someone other than yourself?"

"I'm not being selfish!"

"Like hell you're not! Lelouch could be dead for all we know and you're worried about your looks, which you didn't have much of to begin with."

Nina slapped Rivalz across the face and stormed off. The blow sent Rivalz crashing into the floor. As she stormed away, Nina caught a glimpse of her reflection. The dressing room where the minister changed into his priestly garbs was left open. On the door was a full-size mirror. Nina struck the door repeatedly reducing the mirror into shards of broken glass.

"What a stupid place to put a mirror!" Nina shrieked as she galloped out of the chapel.

Rivalz rubbed his head. "Oh man, someone needs to tell Nina that open-hand slaps can be fatal nowadays." Milly just stared indifferently at Rivalz. Suddenly, there was screaming outside. Rivalz shook off the concussion and raced towards its source. Rivalz galloped out the chapel, looked up, and saw Abigail on the top floor of the bell tower.

"Daddy's throwing us! Daddy's throwing us!" She cried out.

Rivalz ascended the stairway. On the way up, he could hear the child pleading. "Please Daddy, I don't mind being a pony. Please don't throw me, Daddy."

"Don't be afraid, Abigail, Daddy promises it won't hurt." Rivalz recognized the voice as Professor Wilhelm's.

Rivalz made it to the top floor and saw his teacher pinning Abigail down. In front of them was the guard rail that separated them from a six-story fall. Rivalz was shaking uncontrollably. "Professor Wilhelm, please don't. Can't we talk this over?" He stuttered. "Come on professor, you don't want to do this, right?"

"I don't," Wilhelm choked, "but I can't let my children suffer." Professor Wilhelm bit into his daughter's mane and threw her off.

Rivalz screamed in terror. "Oh God, why did you, professor?" he said in disbelief. The shock of watching his history teacher murdering his own daughter froze Rivalz in place. Professor Wilhelm then climbed over the guard rail and dived out head first. Rivalz then remembered, his professor also had a wife and two more young children, one was just an infant. Rivalz ran to the window. At the base of the bell tower was the lifeless bodies of the Wilhelm family.

Rivalz looked to this right and saw Milly staring down with eyes bulging.

"Milly, are you okay?" Rivalz asked.

"I'll be okay," Milly deadpanned while still looking at the horror below with eyes wide open.

* * *

><p>Lelouch and C.C. traveled along was left of the illustrious Koshu-Kaido Avenue. Much like any other location in Shinjuku, it was a wasteland: cracked roads and crumbling buildings. It was easy to imagine Lelouch walking on the bottom of a dried river bed nestled between chalky canyon walls. Just then, a winged pony stumbled and fell in front of them.<p>

"Excuse me, sir," she said a cordial tone, "could you help me up? I seemed to have tripped on something." C.C. tried to reach down and help her up with her mouth, but the winged mare backed away. "Why are you trying to bite me?"

"I'm trying to help you up the best way I know how."

"You could have offered me a hand," the winged mare said as she got on all four. "I'll get up myself," and then she got up on her hind legs. "I have to hurry up and get ready. Mr. Kobayashi invited me to dine out, and I'm sure he's planning on offering me the job over dinner." The winged mare then fell back on the ground. "Why am I losing my balance?"

"You've been changed that why..." Lelouch said before he was stopped in mid-sentence by a terrible realization.

"That girl," C.C. asked, "is on Refrain, isn't she?"

Lelouch galloped down the alley where the winged mare came from. C.C. followed him. On the other end of the alley were hundreds of ponies caught up in their own little world. Many of them were trying in vain to force their bodies to take up bipedal motion again only to fall back down on the ground. A few were badly bruised up from the repeated falls. Some of them were speaking to lost relatives and lovers who weren't there. Others imaged days when they lived better lives. One of them was picking food from garbage cans while commenting on the selection from the afternoon buffet. Another one was sorting through random trash as though they were legal documents.

Lelouch looked around for one of the more coherent addicts. He overheard one singing pop songs. "I will be your bullet train lover. We'll embrace while riding on the Toei Oedo Line." He was rather good at it. He must have been a singer before the occupation, Lelouch thought.

"Hey you," said Lelouch, "can you understand what I'm saying."

"Oh don't mess up my good time," said the junkie, "I'm back at the J-Pop café." Some of the heavy Refrain addicts have been under the influence enough to tell the difference between reality and their drug-induced fantasy.

"I'll leave you alone, but first tell me where can I score some Refrain?"

The junkie stallion pointed to a building one-half block away. "Go to the store with the 'Fresh Sushi For Sale' sign, knock on the door, and ask for a walk down memory lane. The dealer's a Britannian named Roy Wellington, but don't let that put you off. He's got the best Refrain in Shinjuku."

"Thank," said Lelouch.

"Wellington, isn't he the earl dealing in Refrain that got away?" C.C. asked.

Lelouch nodded. "The bastard gave us the slip in that raid on the docks last month. He won't slip past me twice. I'll at least clear up that loose end."

C.C. looked back at the mob of junkies. "I've never seen so many Refrain addicts in one place. I don't recognize most of them. They don't look like the usual customers."

"Judging by the severity of the hallucination, it must be their first time taking it. Otherwise, their bodies would have built up a tolerance to it."

"You're not saying that they're taking Refrain because they were turned into horses?"

"Why not? If Refrain makes one relive the past, why wouldn't people want to go back to the time when they were human?" When they got to the door, Lelouch put his hoof in front of C.C.'s mouth. "Keep quiet. I don't want to tip him off." Lelouch knocked on the door. "I want to take a walk down memory lane."

"Go away!" A voice on the other side of the door called out. "I'm dancing with a lovely young lady and wish not to be disturbed."

Lelouch turned to his compatriot. "C.C., do you mind?"

"Not at all," said C.C. She turned around and kicked the door down with her hind legs. They barged into the building only to find a stallion with a ruffled mane and greased-up goatee dancing with a chair."

"Lady Straus, I didn't know you moved so gracefully." Empty Refrain vials littered the floor. "Get the hell out of here, Elevens." He then turned to the chair and said, "oh don't you believe those nasty rumors that I sell drugs to those dirty Elevens."

"I didn't know Earl Wellington sampled his own merchandise," C.C. commented.

"He didn't," said Lelouch, "at least he used to. According to my informants, the man was afraid to even handle an empty syringe."

Lelouch and C.C. watched as the Refrain dealer was caught up in the delusion of his own narcotic; a futile attempt to keep the very thing he had so little of to begin with: his humanity.

* * *

><p>Rivalz was issued the morbid chore of pulling the cart carrying the dead bodies of the Wilhelm family. Because virtually all automation has come to a halt, the Viceroy had declared martial law in the Tokyo Settlement. He was constricted into service by the baron assigned as magistrate over Ashford Academy, but he didn't mind taking the bodies of the children to their final resting place. He did, however, hate taking their murderous parents as well. As far as Rivalz was concerned, they should be tossed a landfill with the rest of the refuge.<p>

He placed the candleholder he was carrying in his mouth on the ground, opened his saddlebag with his mouth, and took out a piece of paper. The address given to him took him to the lower levels of the Tokyo Settlement, where the only light source was candles. "This can't be the right place" he said to himself as he checked the address again. In front of him was a chain link fence topped with razor wire. It was the settlement waste cycling plant where biodegradable refuge was processed. The burning stench gave Rivalz a sour look on his face. He tried to fan away the odor, but the vile smell stayed in the air. Rivalz decided the best course of action was to trot in and ask around for the city morgue.

After looking around, he caught sight of two stallions standing in front of row upon row of burning piles: one was a mundane and the other one was horned. The mundane stallion was reading from a book placed on the ground while the horned one was tapping his hoof impatiently.

The stallion reading from the book was an elderly pony with a white mane and a book and cross on his flank. The horned stallion had a stout build and covered in muscles with a trashcan on his.

"Can't you say one prayer over all of them?" The burly pony griped. "It'll take forever the way you're doing it."

"Show some respect, please," the elderly pony said.

"Excuse me, but I'm looking for the city morgue." Rivalz caught their attention. The elderly pony stopped reading and walked up to Rivalz.

"I'm afraid this is the city morgue for now, young man. I'm Reverent Lancaster. The actual morgue is filled to capacity, and because of the lockdown, we can't bury anyone. We have to cremate the bodies, instead."

"Don't tell me this whole family committed suicide? How pathetic," the burly one bellowed.

"Only the parents did!" Rivalz snapped. "The children were killed."

"Oh well," the burly horned stallion said dismissively, "we have to go sometime."

"Don't worry young man," Reverent Lancaster reassured Rivalz, "I'll see to it they'll receive a proper burial."

The burly pony rolled his eyes. "You know how long that'll take? We got a hundred dumped here in the first hour alone, and you want to give all these losers 'proper burial'? If the Viceroy wasn't forcing me to do this, I'd walk off the job."

Rivalz was stunned. "A hundred, in just an hour?"

"And about a few thousand by the end of the day-what did you think we were burning down here." Rivalz's blood ran cold. Each pile was once a living person and they stretched as far as Rivalz' eyes could see.

"They offed themselves like those two," the burly stallion continued, "though most of them didn't take anyone else with them." Me personally, I'd rather be a severed head on life support than die."

"Yeah sure," Rivalz half-heartedly concurred.

* * *

><p>It was a long day for Tamaki. He has been up since yesterday morning, and now it was almost sunset. He reclined on the hard concrete turf exhausted. The fire was on its last leg. It was scraping the skeletal remains of the airliner and the ashes of the apartments underneath the wreckage for what little combustible material that was left. Kento Sugiyama, Ohgi, Inoue, and Yoshitaka Minami kept him company.<p>

"Hey Shinichirō," said Inoue.

"I'm not flapping my tail if that's what you're..." Tamaki snapped.

"No, that's not it, Shinichirō," she said pointing to her hind quarter, "don't take this the wrong way, but I want you to look at this." Inoue gestured at the thorny rose on her flank. "You have any idea why we have tattoos, or brands, or whatever the hell these symbols are? Diseases don't cause this, right?"

"You're asking the wrong guy."

Inoue buried her head between her forelegs and glanced over to Tamaki. "I hate it. It's like having someone write bad things on you after beating you up." Inoue could tell that Tamaki was puzzled by the comparison when he raised an eyebrow. "Some Britannian girls jumped me and then wrote all over me with a marker after they ripped my clothes off. Being marked feels the same."

"Well, at least yours isn't a megaphone. It's like whoever did this to us is implying I talk too much. At least your tattoo is sort of sexy."

Inoue glared at Tamaki. "Don't make me it sound like it's some sort of consolation prize." Inoue stormed off.

Tamaki followed Inoue. "Hey, wait up! I didn't mean anything by it." Inoue stopped and turned around. Tamaki shamefully averted his eyes from Inoue's. "Look, I'm sorry about what I said. I guess I do talk too much."

Inoue huffed. "Look, it isn't so much you talk too much; it's that you talk before thinking." Suddenly, Inoue did a double-take. What she saw caused her temper to flare up again. "Look who came crawling back after we did all the work." Tamaki and the others fixed their gaze in Inoue's direction and then at what she was looking at. It was Lelouch and C.C.; the latter was carrying an object on her back. "What the hell are you doing here?" She ran over and stared Lelouch in the eyes.

"Inoue!" Tamaki called out. "And she says I talk before thinking," he whispered.

"Are you not happy to see me, Inoue?" Lelouch taunted Inoue with the same distinctive echo that he had when wearing his old mask. Lelouch had removed the voice synthesizer from the first Zero mask and sewed it on the new one.

"Like hell I am; not after bolting in the middle of a disaster. We could have used that telekinesis of yours."

"Come on, Inoue," Tamaki said in Zero's defense, "I'm sure Zero has a good reason."

"Bullshit! There's nothing he can say that would make me want to follow him."

"I want to hear Zero's explanation," Ohgi spoke up. "Tell us, I really want to know." He said in a gruff voice.

"I was checking on a hunch. I spoke with my collaborators within the Tokyo Settlement, and they confirmed my suspicions."

"Which was?"

"The Tokyo Settlement is ripe for the taking." Those words sparked uproar amongst the Black Knights.

"Take the Tokyo Settlement like this!" Inoue yelled.

"I don't believe he said that," Ohgi sighed.

"Zero, I support you and all but that's a tall order," Tamaki mustered as much tact as he could.

"What was the Britannians' only real advantage against Japan-the answer is their technology. Without it, their armies are undermanned and isolated from the Britannian homeland while we have all of Japan to pool our resources and manpower from." The Black Knights were not enthused. Lelouch then decided to lay down some facts on the table. "The Britannians aren't going away. They will have to be dealt sooner or later, preferably sooner less they have time to make adjustments to their defenses." That caught the Black Knights' attention.

Ohgi held up his foreleg until Lelouch looked his direction. "Why not wait them out? They only have a limited food supply."

"Are you willing to wait at least two years, Ohgi? Britannian settlements are required to carry enough food and drinking water for an extended two-year long siege."

Inoue interjected. "What about the Britannians in the homeland? What if they send reinforcements? We can't assume they were changed like we were."

"That is correct, Inoue." Lelouch flipped a switch on the cumbersome box. "We can't make that assumption without evidence, now can we?"

Static and crackling emanated from the box. Lelouch adjusted some knobs on it until voices could be discerned from the static. One of the Black Knights could make out the foreign tongue playing over the radio

"The Chinese Federation too," Ohgi blurted out.

"You understand that?" Tamaki asked.

Ohgi nodded. "They say everyone in the Chinese Federation has been transformed, and they're asking if others were affected as well."

Lelouch changed the channel again. This time, the cry for help was in English, a language that most Elevens understood.

_This is the Henry IX Memorial Museum. We are in need of immediate assistance. We have been attacked by an enemy using exotic weapons. All Sakuradite-based technology no longer functions. Also, every human in the Fort Worth area has been infected by a pathogen that caused extreme deformities in the victim. Please come as soon as possible, and use Haz-Mat equipment to avoid any possible contamination._

"There are other channels as well. Fortunately, the phenomenon spared technology that wasn't based on sakuradite. This old shortwave radio uses vacuum tubes, so we can confirm Japan wasn't alone. Do you wish to listen to the other broadcasts?"

"No, that won't be necessary," said Inoue.

"Now you understand. It is time to make the best of a terrible situation." Lelouch pointed to the Tokyo Settlement. "Let's take care of this problem, and we can worry about our transformation afterwards. We can either wallow in self-pity or rise up against Britannia and free Japan from its tyranny. Will you join me?"

Tamaki came to Zero's side. "I don't know about the rest of you, but I'm following Zero."

Ohgi, along with Sugiyama and Minami, stood at Lelouch's side as well. "You haven't let us down yet," said Ohgi.

"What about you, Inoue?" Lelouch asked the female winged pony. "Will you remain a member of the Black Knights?"

Inoue paused for a minute to collect her thoughts. "It's going to take more than us to take over the Tokyo Settlement."

"I'll help," said a female horned pony who was listening on the conversation.

"Me too," an orange male pony interjected, "and I have friends who want to be Black Knights as well."

"We manage to get at least two new volunteers before we even start our new recruitment drive, Inoue," said Lelouch. "I doubt manpower will be an issue. Now will you consider joining?"

Inoue huffed. "I guess I could give you another chance."

Lelouch smiled beneath his mask. "Get a good night's sleep because tomorrow we'll have our work cut out for us as we prepare to take back Tokyo from Viceroy Cornelia." Lelouch led the way for the Black Knights, their two new recruits, and C.C. to their nearest safe houses within the Shinjuku ghetto.

* * *

><p>Rivalz made it back to Ashford Academy just before the sunset. There was a longing inside his heart from the blissful optimism before that fateful night that laid waste to everything he knew. One of his best friends may have been killed, another one he driven away in a heated argument, and now a man he thought he could respect committed a terrible atrocity. It was a Friday and he should be getting ready for a night hanging out at the mall with his schoolmates. Rivalz walked across the chemistry lab when he caught sight of Milly. She was ransacking the shelves and knocking over beakers and test tubes. Broken glass crunched beneath Milly's hooves. She then stopped and took out a sealed flask. The words "POTASSIUM CYANIDE" and the hazard chemical symbol were printed on the flask. Milly uncorked it and was about to drink the contents when Rivalz barged in knocked it out of her mouth before she had a chance to ingest the chemical.<p>

"What the hell has gotten into you?" Rivalz fumed.

"LEAVE ME ALONE!" Milly screamed as tears ran down her cheeks. "WHY WON'T YOU LET ME DIE!" She shoved Rivalz to the side and went back looking for another vial of poison.

Rivalz stepped in front of Milly. "You know I won't let you go through with it."

"I can't live like this, Rivalz! I'm hideous! I'm a freak! Professor Wilhelm was right! This is the only way!"

"Don't you dare say that! That man murdered his own children. You think that's right? WELL DO YOU?" Rivalz's words snapped Milly back to her senses. She rested her head on the back of Rivalz's neck and wept bitterly.

* * *

><p>After a half-hour trot, the Black Knights made it to the safe house, an abandoned garage near the Arakawa River.<p>

Lelouch stepped aside and said to the others, "I'll meet you inside in a few minutes. I have something to take care of." The Black Knights complied and left Lelouch alone. "You can come out now, Kallen." Kallen flew down from the roof and landed next to Lelouch. Her head hung low; her eyes obscured by her bangs. Her fetlocks were wrapped and taped up in blood-stained medical gauze. "You had explicit instructions to stay put until I gave you permission to scout the area. If you're going to be a Black Knight then you need to learn to follow orders." Kallen didn't respond. "Kallen, are you listening?"

"She's dead." Kallen tilted her head up. A river of tears streamed down the sides of her face. "My mother is dead," Kallen cried. Lelouch ran to Kallen's side as she fell to the ground weeping.

Flashback

* * *

><p>It was the crack of dawn when Kallen managed to sneak past the night watch within the Tokyo Settlement and to the prison hospital. She was perched on the roof where she observed the orderlies at work. The eight-story building was lightly guarded even before the disaster, but getting in wasn't really an option for her. The third shift staff hasn't abandoned post. So, she couldn't just simply walk through the doors. But that was okay, Kallen now had a pair of wings and her mother was in a room with a window on the fourth floor. So far, she has been getting the hang of flying and even landing; so she might be able to hover near the window long enough to see if she wasn't harmed. Kallen trotted to the east side of the building where her mother was and took a leap of fate off the roof. As she fell, Kallen flapped her wings until she came to a stop between the second and third floor. She levitated herself up to the forth floor where her mother was. It was too dark inside to tell if the figure lying in the bed was her mother let alone if she was okay. All Kallen could see were silhouettes of various shapes.<p>

"Mom, it's me, Kallen," she called out. "I came to check on you." Kallen knocked through the gap between the bars and on the window. The glass cracked. "Damn hooves," she cursed. "Mom, I know you probably don't hear me, but if you do, please, for God's sake, tell me you're alright?" But Kallen couldn't get an answer. "MOM! PLEASE ANSWER ME!" But the scream didn't garner a response either. Kallen shifted position hoping to get a better view at a different angle. When she did, sunlight poured into the room and illuminated the sight that would rip Kallen's heart apart. Her mother lay in bed; her body contorted. The look of horror froze on a face bordering between human and equine. Her mother's mouth was stretched out like the snout of a pony, but there was no fur; eyes, lifeless and wide open, stared out into empty space. Her hands were frozen in mid-transformation as well. Her fingers partially receded; her palms took on the texture and shape of a pony's hoof.

Kallen panicked and beat on the window. "MOTHER! WAKE UP! PLEASE WAKE UP!" She paid no mind to the window shattering, the shards of glass cutting into her forelegs, or the orderlies on the ground yelling at her. Then a mundane pony rushed through the door.

"What the hell is going on!" He yelled at the winged pony dripping blood from her hooves.

"My mother! She's my mother! What's wrong with her? Please tell me you can help her?"

The pony orderly looked down and shook his head. "I can't. Kozuki Kasumi passed away last night."

Kallen profusely shook her head. "No, it isn't true!" Kallen said in a voice distorted by emotional distress. Her whole face was moist from the stream of tears. "You people said she would recover! You said she would be okay once she got the Refrain out of her system."

"I'm afraid the strain of the transformation killed her. Ms. Kozuki had a weak heart. She must have died in the middle of the transformation."

"This can be happening!" Kallen said in denial. "She can't be dead. I promised her I would make things better for her. She can't die now!" Kallen regained her composure long enough to notice a group of ponies heading in her direction carrying knives in their mouths, some of whom were winged ponies who have learned how to fly just like her. Realizing that she may be facing Britannian soldiers, Kallen flew back to the Shinjuku Ghetto.

End of Flashback

* * *

><p>"That's how it happened." Kallen and Lelouch sat outside staring at the moon. The blotches on the surface reminded Kallen of the bedtime story her mother told her-about the dancing rabbit princess on the moon. When she was older, those fairy tales seemed so stupid, so pointless, but now that her mother has passed away, Kallen longed for those innocent days again and the silly little stories that came with it.<p>

"Does it look like a dancing rabbit to you, Zero?"

"What does?" Lelouch asked.

"Nothing, it was nothing."

"If you want, I can take a look at those cuts for you."

Kallen held up a hoof. "You mean these scratches? Forget it. I sanitized and dressed them myself, and I didn't use my hands either." Kallen half-heartedly laughed. "I'm a big girl, Zero. I'll be fine."

"Are you sure..."

"Hey," Kallen interrupted, "I said I'll be okay, didn't I? I just needed to get that off my chest." She rose up and stretched one leg each. "It's getting late and we have a busy day ahead of us, remember?"

Lelouch shook his head. "Sorry, but I'm afraid my work day hasn't come to an end just yet." Lelouch turned around and began to trot away.

"Where are you going?" Kallen called out.

"I'm getting us more recruits. I'll be back in two hours."

* * *

><p>Tragedy has a way of bringing the best out of some people, while breaking the will of others. And this one, in particular, has been the ruin of many. Yet, some persevere and continue fighting the good fight. Lelouch is one of them, but so is his enemy, his half-sister Princess Cornelia, Viceroy of Area 11 and leader of the Britannian occupation army. The next chapter will be a test of fortitude and strategy between the viceroy and the exiled prince. Which one will decide the future of the Japanese people? Find out in the next chapter of <em>Rebel Against the Night<em>.


	3. Chapter 3: The Battle for Tokyo Part I

_Rebel Against the Night_  
>By<br>CrossoverManiac  
><em>Code Geass<em> is owned by Sunrise, Inc. _My Little Pony: Friendship is Magic_ is owned by Hasbro and created by Lauren Faust. This is a fan-based work not intended for commercial purposes.

The thoughts of the characters are in _italics_.

* * *

><p>Chapter 3: The Battle for Tokyo Part I: Harbinger of Battles to Come<p>

Darlton accompanied a pony with a lavender mane and lemon-colored fur to Cornelia's throne room while a third pony followed behind them carrying a bronze candleholder in his mouth. The lemon-colored pony wore a white lab coat that was hastily cut to fit his new body. The tattered coat was riddled with imperfections: the left sleeve was longer than the right, the tail end of the coat hacked into jagged edges to shorten it. From time to the time, the lemon-colored pony adjusted his lab coat with a pair of wings hidden underneath. Occasionally, a set of gears could be seen adorning his hind quarter. A guard bit into the door handle and opened it.

Darlton stepped aside and opened his right wing pointing inside. "Right this way, Earl Asplund."

"No need to be so formal, general," the winged pony spoke, "just call me 'Lloyd'."

"Earl Asplund," Cornelia le Britannia called out from the other end of the massive throne room. "It's good to hear from you." To her right was the Sub-Viceroy, her sister Euphemia.

Lloyd followed the red carpet till he was at the foot of the stairs that lead up to Cornelia's throne, or more specifically, where it used to be. In its place was a red cushion that Cornelia sat on.

"Why Viceroy, you seem unusually courteous…" Lloyd tried to bow on his right rear knee while holding his right front hoof against his chest, but his pony body lacked the dexterity of his original human form. He lost his balance and fell over.

"Those formalities won't be necessary, Earl Asplund."

"Oh thank goodness," Lloyd said. "I might have broken my neck the next time I try that." Lloyd picked himself off the floor. "How might I be of service to you, Viceroy?"

"I hate to admit, but I have a grudging respect for your work."

"Well, you should," Lloyd bragged. "My Lancelot saved you from defeat on more than one occasion." Euphemia cracked a gleeful smile as she thought about the Lancelot's pilot, Kururugi Suzaku.

Cornelia's eye twitched at the reminder that she had to be rescued by Earl Asplund's handiwork and an Eleven pilot. "And don't think the crown isn't graceful for your aid, Earl Asplund," Cornelia strained to admit her shortcomings. "But that's beside the point. I brought you here for a more strategic purpose."

Lloyd raised an eyebrow and grinned. "Strategic?"

"I need Knightmare Frames that can operate without sakuradite. It appears that whatever attacked us actually caused our Knightmare's Yggdrasil Drives to, for a lack of a better term, evaporated. They're not a drop of sakuradite anywhere."

"You only need to go to Ashford Academy for that. They have a Ganymede..."

"I don't need a museum piece!" Cornelia stomped. "I need something that has the capabilities of a 5th Generation model but runs on an alternate power source. I'll remind you, that without modern armaments, we are at the mercy of the Elevens. Those savages will rip you apart for being a Britannian noble. Think about that before being so dismissive of my request, Earl Asplund."

"Well since you put it that way, there may be a way to power your Knightmares. There's a student from Ashford Academy..."

"A...student," Cornelia interrupted. Her displeasure with Lloyd's answer was obvious from her curled up lip and glaring eyes.

"Don't let that put you off; she's quite the little genius. She figured out a way to extract energy from uranium."

Cornelia sighed. "Bring her here tomorrow and whatever notes and material you think she'll need. Also, see about redesigning the cockpit and pilot interface to compensate for our...handicap," Cornelia said as she turned her head to the side with a gloomy look on her face.

"All of that and with no hands," the earl joked.

"I'll send as many of my technicians as I can spare. The added manpower should make up for the lack of hands."

"That depends on how dexterous they are with their mouths."

"Just make do with what you have, Earl Asplund," Cornelia huffed as she rubbed the throbbing migraine Lloyd was giving her.

"Oh, I'll also need Warren Officer Kururugi's help with the Lancelot."

"My Knightmares have priority over your experimental model."

"But this is an experimental power source, and to work the kinks out of it, I need the machine that I'm most familiar with."

Cornelia closed her eyes and sighed. "Just don't drag your feet doing it."

"Don't you mean 'hooves'? I don't know anyone with feet, at least not anymore."

That was the last straw. Cornelia leaped off her pillow and was about teach the eccentric earl a lesson if not for her sister jumping between them.

"Viceroy," Euphemia said in the sweetest, most submissive voice she could muster, "you've had a busy day. How about you get some sleep and let Earl Asplund do his work, right Earl?" Euphemia turned her head around and looked scornfully at Lloyd.

"Well I won't keep you good people waiting," Lloyd didn't waste a second and immediately galloped out of the throne room.

"I suppose you're right, Sub-Viceroy," Cornelia conceded. "Darlton," she called out.

"Yes, mi lady?" Darlton replied.

"Go to Ashford Academy and fetch that Ganymede. A museum piece is better than nothing. And order my technicians to have it rigged so it can be piloted in my current state."

"It'll be done immediately, mi lady."

"And speaking of museum pieces, order your men to gather up spears, lances, and shields. And don't stop with the museums-confiscate them from private collections if you have to."

"I'll afraid there are more soldiers than there are antique weapons for them, mi lady."

"In that case," said Cornelia, "save the actual weapons for our best troops and let the rank and file use whatever they find lying around."

"Is there anything else, mi lady?"

"Yes, one more thing-are you familiar with military history?"

"As a matter of fact, I am," Darlton smiled.

"Good," Cornelia smiled back, "that means you won't have any problems schooling our soldiers. Darlton, in order to keep the Elevens from taking advantage of the situation, we have to shake them up a bit. Tomorrow, I'll have my strategy ready for you. Then train your men accordingly. Once they're ready for battle, we're paying the Elevens a little visit."

* * *

><p>The makeshift town square was little more than a spot where rumble was cleared away. Flames danced on the end of torches creating rhythmic, flickering lights. A multitude of ponies, divided evenly between the mundane, horned, and winged species, crowded together. The commotion cut through the serenity brought forth by the night.<br>An elderly mundane stallion with gray mane and white coat trotted to the center of the town square. "The time is right," he said, "to finally prove that Elevens can make peace with Britannia."

"Don't use that racist language here, Yamato," a younger mundane pony scorned, "we're Japanese, and if the time is right for anything, it's to send those Britannian bastards to hell."

"I've had it with the violence," a middle aged, horned mare cried, "why can't we live in peace? Why must you drag the rest of us into your fight? My son ran off and joined that terrorist group, and I haven't spoken with him since. Don't make me lose any more of my children." Just then, the horned female pony was suspended off the ground by an unseen force. "What's going on? Please put me down!" She cried out.  
>Silence fell on the dumbstruck crowd. The ponies back off to make way for Japan's most famous or, to some, most infamous pony. Lelouch trotted along the path cutting through the mob to the center of the town square. He gently placed the middle-aged mare on the ground.<p>

"Now that I have your attention," said Lelouch, "I would like to make a request."

"We want nothing to do with terrorists, Zero," said Yamato.

"You don't speak for all of Shinjuku. Hear me out, Japanese. The Tokyo Settlement can be ours for the taking. We can cast off Britannian rule once and for all."

Lelouch's claim was met with much skepticism.

"Are you insane?" A pony yelled. "We can't take on Britannia like this?"

The pony next to her scoffed at Lelouch as well. "It's not like we have weapons or..." Lelouch levitated him as he did Ohgi and the middle-aged mare.

"Yes, we're not exactly in top condition, but," Lelouch countered, "the Britannians are worse off than we are." Lelouch eased the pony back on the ground. "Their war machine has been rendered impotent. We have superior numbers. They're held up inside the Settlement while we have the resources of Japan at our disposal."

"Or we can take the opportunity to make peace with the Britannians," said Yamato.

"Quiet you Britannian lapdog," said a horned stallion.

"Let him speak?" A winged mare pony said.

"Why should we? He sounds like an honorary Britannian."

"Don't you dare disrespect Yamato! He's one of the Shinjuku elders, a pillar of our community. He has to be heard."

"Fine," say the young stallion, "we'll listen, but then let Zero finish talking."

"If you insist," Yamato grudgingly conceded, "we'll hear Zero out. But first, consider this. It's not an overstatement when I say civilization has fallen. Centuries of progress erased in one night. And Zero would have us continue as though nothing has changed. It's time for us to adapt to the situation. We shouldn't be antagonizing Britannia, but rather, endearing ourselves to them; extending the olive branch of friendship."

"Now that Britannia is on its knee, you'd have us put our faces to the ground just to show how submissive we can be?" Lelouch then addressed the others. "Do you not wish to live free of Britannia's yoke or offer a better tomorrow for your children? You Japanese can take what is rightfully yours."

"YOU PONIES ARE IDIOTS!" The entire square diverted their attention to a lone winged stallion. He had a light blue coat, a dark blue mane, and the image of a horseshoe with a pair of wings attached to it on his hind quarter. He pushed his way through the crowd. "There are no Japanese here. There are no Japanese anywhere. Nor are there any Britannians, not since last night. You ponies go on as though you're still human. Would you even know if a pony used to be Britannian without him telling you? And you call yourselves Japanese? Japanese are humans, which none of you are."

"Being Japanese is a state of mind," said Lelouch.

"Pretty words to keep these ponies living in their fantasy world. There are no more people in this world-only ponies. Let those old prejudices died with the human race. There's nothing left to fight for."

"The Viceroy will be all too happy to prove you wrong," Lelouch said mockingly. "Being Britannian is also a state mind. For Britannians, weakness is the unpardonable sin, and those with power are obligated to abuse those without," he looked at Yamato, "which is why Viceroy Cornelia will neither acknowledge the Japanese as allies," and then he turned his attention back to the belligerent stallion, "or accept this new social order of yours. In the next few days, expect her to make an appearance. And when she does, she will enforce the status quo. Just stay out of the way of the Black Knights if you choose not to fight alongside us less you find yourselves in the crossfire." Lelouch started to walk away but then stopped and looked back. "But those of you that side with us, come with me." One by one, members of the crowd, mostly young adult ponies, came forth and followed Lelouch as he made his way back to the safe house. And on that night, the ranks of the Black Knights grew by a hundred.

* * *

><p>"What the hell is that?" Kallen groaned. She rubbed her crust-covered eyes. The sun had yet to rise and banish the night for another day. She squinted to make out whatever it was that woke her from her much needed rest. "My ears," she complained as an irritating buzz filled the room. Out of habit, she covered the side of her head, but then moved her hoofs further up after remembering her ears have shifted position.<p>

"You don't like it, Kallen," asked Lelouch. "It's a wind-up alarm clock. I never saw one before until yesterday. Have you? I found it while searching for our radio."

"It's still dark outside." Tamaki griped. He lit up his horn and saw the alarm clock on the table next to Lelouch. "It's 0500! Did you have to wake us up this early?"

"I warned you last night to get a good night's rest."

"But it's not even morning yet. I barely got any sleep over the racket your new recruits were making last night."

There were ponies lying all over the floor that were also awakened by the commotion.

"So, what do you have planned for us?" Ohgi yawned.

"As you know, our main goal is to take back the Tokyo Settlement. Before we can do that, we have to grow our forces. However, the Viceroy will be aware of that fact as well."

"You told her what you were planning?" Ohgi asked.

"That last time was to set a trap. Cornelia knows about our current plans because it's the logical choice to make, and she didn't get to be viceroy by being naïve when it came to military matters." Some of the new recruits looked at each other nervously and started to have second thoughts about following their new leader. "The most obvious step for her to take is to bully the population into submission with an overt short of force; a shock-and-awe campaign, but we'll counter Cornelia with a shock-and-awe campaign of our own. I know you joined to fight, but if we're going to defeat Cornelia's forces, we'll have to win over the Japanese people and show them that the Viceroy can be defeated. Even though the occupation force is a toothless tiger, much of the population still fears them, and Cornelia knows it and will do everything in her power to bluff her way into victory."

"What do you have in mind?" Minami asked.

"Our old equipment, it may be of some use to us, but only if we act fast. Cornelia won't waste time."

* * *

><p>A row of horned ponies stood shoulder to shoulder. They were conversing amongst themselves as they waited for their leader.<p>

"What do you think they have planned for us?" One yellow mare turned and asked the blue-gray stallion next to her.

"Don't know," he replied. "Maybe Zero's giving a speech."

"I just hope we're not going to spend all day marching," a stallion with a white mane, green coat, and a frowning face on his hind quarter griped. "I am so out of here if he thinks we're going to march."

"That's not his style," said a familiar voice next to the disgruntled horned stallion, "and even if he does, you should trust Zero. The Black Knights never went wrong following him."

"Oh and how would you know?"

The mare nudged the disgruntled horned stallion. "Hush Akito, here he comes." The horned ponies all ceased talking amongst themselves as Lelouch and C.C. trotted around the corner.

"Welcome new recruits. As much as I would like to be more formally introduced, we're running on a tight schedule." Lelouch gestured with his hoof. "Look down at your feet." The ground was covered with broken bits of concrete and asphalt. "Now look up at me." The horned ponies watched Lelouch levitate some of the rocks off the ground. "From what I gather, those with the spiral horn on their forehead have special powers. Now concentrate on the rocks at your feet and try to move them with your mind." The recruits glanced down and focused on the rocks. Akito kicked one of the rocks.

"No cheating," said Lelouch.

"What is this? Grade school?" Akito snorted.

At first, nothing happened. It was quiet enough to hear a breeze gently shifting around bits of dry paper. But then one of the recruits got his horn to glow. Then another followed suit. About a third managed to tap their innate power.

The pebbles at Akito's feet stirred around in a circular pattern. "Hey, mine is working!" He said enthusiastically, but then his horn stopped glowing and the pebbles ceased moving.

"Keep your mind on the task at hand," Lelouch ordered.

"Oh right." Akito went back to stirring the pebbles again.

One mare managed to throw hers and hit the side of a building while others could barely slide a pebble along the ground. Several of them emitted beams of light not unlike Tamaki's horn. But then something unexpected happened.

Some tattered cloth and shards of broken glass floated around one mare, whirled around her, and then turned into a pink, gossamer silk gown lined with glass jewelry. Broken pieces of rebar were banging against old storm drains and rocks against trashcans with a distinctive beat. Lelouch could have sworn he heard a guitar playing. He looked around and caught sight of old wire stretched out and being plucked by an unseen force. Even the wind itself was playing a saxophone-like melody as it blew through old plumbing exposed by the gaping holes in the building. The spotlights shining from some of the horns reflected downward and changed color at random. Pieces of trash flew upwards and were shredded. The recruits and Lelouch were showered in confetti.

"Stop it!" Lelouch growled. "Stop it! Stop it! STOP IT!" The percussion instruments let out one last beat as the rocks and rebar were dropped. The wind died out. The techno-colored spotlights faded.

"Is this your idea of a joke?" Lelouch fumed. The electronic voice modulator stitched into his mask picked up the heavy breathing, which sounded like the rumbling of a far off storm.

"We didn't mean for this to happen," a horned stallion apologized.

"Oh and you expect me to believe this was all an accident?"

"Yes it was," a horned mare said defensively. "I tried moving the rocks, but then..."

"That's enough of your excuses! Those of you involved in this foolishness," Lelouch pointed to the ponies that used their magic but didn't follow his instructions to move the rocks and those that used the light emitted from their horns in the light show, "you can leave. If you can't take the liberation of your own homeland seriously..."

"But we do take it seriously," the horned mare in the gown cried. Her fur was damp with streams of tears pouring from her eyes.

"Your party dress says otherwise."

"Please, Lord Zero, don't send us away." The horned mare felled at Zero's hooves. "I was trying to move the rocks like you asked, but then my mind wandered and the dress just came out of nowhere." Those that Zero pointed to crowded around him pleading to stay.

"I said 'no'! Now leave!" The horned unicorns that were singled out complied with Lelouch's command and went off in all directions. Lelouch took a deep breath to calm down. "Now for the rest who weren't able to use their powers, I'll assign you to a Black Knight with a horn. Minami," Lelouch called out.

Minami, who was standing beside Akito, stepped out of the crowd.

"You're a Black Knight!" Akito said in shock.

Minami nodded. "I wasn't just talking nonsense when I told you the Black Knights never went wrong following Zero. I was trying to learn telekinesis myself." Tamaki, who was sulking at the other end of the line, huffed when Minami mentioned telekinesis.

Lelouch spoke up. "You were gathered here to find those able to tap their powers and to train them. Telekinesis isn't the only ability that could prove useful. Minami has the ability to accelerate the healing process. If we can find even one additional healer, it would mean fewer Black Knights dying on the battlefield." Lelouch then turned his attention to Tamaki. "Go to Ohgi and help him and the new recruits working in the subway tunnels." Tamaki sighed and headed for the tunnel entrance dragging his hooves. "Those who were able to perform telekinesis," said Lelouch, "will stay with me for further training. We'll home your powers as a weapon against Britannia."

* * *

><p>A caravan of mundane ponies made its way to the tunnel entrance that lead back to the Black Knights' safe house pulling an assortment of cars and pick-up trucks-each one was packed full with a variety of mostly metallic items. Illuminating the path for them was Ohgi, who was holding an antique lantern in his mouth, and Tamaki. They were greeted at the entrance of the subway tunnel by Lelouch.<p>

"Did you get the items I requested?"

Ohgi nodded. "Everything you asked for. The explosive ordnance from our stockpile and whatever sharp objects, bladed weapons, and poles we could find."

"Yo Zero," Tamaki called out, "I made Ohgi bring body armor."

Ohgi glared at Tamaki. "That old aluminum siding you made us lug around for you isn't body armor."

"We'll put body armor on the back burner for right now. But it isn't something to dismiss offhand either. Good thinking, Tamaki."

"I can't believe Zero said 'good thinking' and 'Tamaki' in the same sentence," Ohgi said under his breath.

Just then, Kallen, Minami, and one of the new recruit, a mature horned mare, who was in her late 30's to early 40's, trotted through the entrance.

"So Kallen, how did the training go?"

Kallen flopped down and sighed. "Terrible. Our recruits are too scared to even hover off the ground, let alone fly." Kallen fluffed her wings. "They're supposed to be risking life and limb to free Japan, and they're too cowardly to use these."

"Well, keep working at it. There's not much time left. It shouldn't be too hard for you to get them to take to the air. At least yours didn't turn their orientation into a rave." Lelouch then noticed Kallen's bandages were gone and that her cuts have healed significantly. "Did Minami do that for you?"

Kallen lifted one foreleg at a time. "Oh you mean these? It was Minami's student."

The mature mare stepped forward. "I'm Karamorita Saika. Before the invasion, I was a pharmacist and, after, a midwife."

Tamaki stared at Ms. Karamorita's flank. "Hey, what's that stick thing beside the thermometer?"

"Tamaki!" Kallen yelled. "That's rude."

"Oh, he isn't bothering me," said Saika. "It's a tongue depressor."

"Minami," Tamaki asked, "don't you have a stethoscope and band-aid on your hind quarter?"

"Yeah," Minami replied, "and now that you think about it, that first woman I healed said my markings matched with my healing abilities. I remembered wanting to be a doctor when I was a kid, but when the Britannians came, I gave up on it."

It was then Zero remembered the recruit in the dress had a sewing needle and spindle on her flank.

"If you don't mind," Minami asked, "I'll take Karamorita around the ghettos for some practice."

"I don't have a problem with it," said Lelouch. "And they'll appreciate your help."

As Minami and his student were leaving, a winged stallion barged through the subway entrance. The others couldn't place the lavender coat, blonde mane with one long bang hanging off the forehead, and a video camera hind quarter symbol. He was panting for breath. Instinctively, Ohgi, Kallen, and Tamaki stepped between this new pony and Lelouch.

"Zero, I finally found you." The new pony wheezed.

The three Black Knights relaxed and stepped aside. "Took you long enough to come back, you damn Britannian," Tamaki scoffed. The new pony was Diethard Reid-a Britannian reporter who joined the Black Knights in order to cover Zero's rise to power.

"He's a Britannian?" A feminine voiced asked from the other side of the entrance. It was the horned mare that created the dress during the orientation. She peered through the doorway. "Please forgive me Lord Zero for bringing a Britannian. He told me he was a Black Knight."

"And he is," Lelouch replied. "Welcome back, Diethard. I thought you would have come sooner."

"If you only knew how much trouble I had getting back to Tokyo and then finding you," Diethard bellyached.

Lelouch then turned his attention to the horned mare. "It's rude to peak in. Come inside." The horned mare cautiously crept in

"Lord Zero," she bowed at Lelouch's feet. "Please give me one more chance. I promise I won't let you down."

"What's your name?"

"My name is Kamio Misuzu, Lord Zero."

"You will have to prove it to me, Kamio Misuzu," Lelouch said without looking down, "go find the other recruits I sent away. Find as many of them as you can and bring them to the safehouse if they choose to come back."

Misuzu's face lit up. "I'll track every one of them down for you, Lord Zero." She galloped out of the subway.

"And stop calling me Lord Zero," Lelouch shouted. "Titles are the indulgences of Britannian nobility."

"Now that's out of the way," said Diethard, "I have some information that you might be interested in."

"Do tell," said Lelouch.

"As you know, the Britannians set up military installations throughout Area 11, and most of them have fallen to local resistant fighters. The surviving soldiers are heading for the Tokyo Settlement and seeking refuge..."

"...and thereby, strengthening the Viceroy's forces," Lelouch completed Diethard's sentence.

"We should set up a blockade around the settlement immediately." Lelouch turned away from Diethard and mused over the news.

"Let them through," Lelouch ordered as he turned around in dramatic fashion. "Allow those displaced Britannian soldiers into the settlement."

"But Zero, you can't be serious," Diethard objected.

"I am. They will be more useful to us if we allow them passage through the ghettos. I have plans for them, Diethard."

* * *

><p>The cloud cover smothered the already minuscule light of the stars above and draped the ghetto in a murky darkness. A pair of ponies were treading cautiously through old Tokyo and stepping softly in order to keep the tapping of hooves against concrete down to a minimum as they traveled along Koshu-Kaido Avenue.<p>

"Just the two of us on a scouting mission with no weapons?" One pony asked rhetorically. "Finney must really hate us."

The other pony shushed his partner. "Keep it down".

"Don't you have a flashlight, Grant?"

"No, and we shouldn't, Collins." The other one whispered. "And try to be quiet. We don't want to wind up like the 4th."

"The 4th?" Collins asked.

"They had the bright idea of sneaking into Tokyo in broad daylight. They didn't even make it into the city limits. I heard a lynch mob of Elevens hung them all."

"Oh that's just a rumor," Collin said in order to ease his troubled mind.

"I'm not taking any chances," said Grant, "and neither should you."

Collins nodded his head in agreement. "I'll definitely keep my mouth shut."

"I'm afraid it's a bit too late for that." The electronically distorted voice that echoed all around them was all too familiar to the Britannian military. Just then, a flashlight came on behind them. They turned to see who it was only to find the flashlight floating in mid-air.

"I'm behind you, Britannians." Collins and Grant turned around and saw Lelouch in costume.

"Hear me, soldiers of Britannia," said Lelouch as he activated his Geass, "I have an important task for you."

* * *

><p>Hundreds of ponies were on the bottom level of the Tokyo Settlement piling debris into the access corridors running between the settlement and the ruins of old Tokyo. Those pulling wagons had their legs bound in chains. One of them was a mundane with Turquoise fur and a brown mane. He had a mark on his hind quarter, a castle tower, like other ponies, but there were also pair of lines burned into his flesh. In fact, all of the ponies in chains had those two lines branded into their flanks.<p>

One of the guards on watch looked him over. "You're a lucky Eleven aren't you?" He mocked. The pony in chains said nothing. "They were going to execute you, Tohdoh, but thanks to this disaster, the Viceroy is in need of dumb animals to haul off garbage, and you were a perfect fit for the job."

The pony in chains was stoic. He showed no anger at his jailer nor did he lash out. Instead, he calmly said, "if you're searching for dumb animals, look in a mirror."

The jailer turned around and kicked Tohdoh in the head. "You Eleven pig! Watch your mouth or else."

Tohdoh shook off the blow and continued on his way when a commotion on the far end of the access corridor caught the guards' attention. They ran over to see what was going on. On the other side of the barrier were pleading voices.

"Let us in," went some of the cries.

"We're Britannian soldiers," said others.

A pony stuck a muzzle through a tiny opening in the barrier. "Help, we're survivors stationed on the bases outside of Tokyo. I'm from the 118th Artillery division stationed in Kyoto. We need your help."

"Inform the Viceroy," a guard ordered.

"Please hurry," the pony on the other end of the barrier begged, "before the Elevens finds out we're here."

"You there with the wings," the officer in charge ordered a winged pony who was a moment ago picking up debris, "I saw you practicing flying. Fly over to the Viceroy's palace and tell her what you saw."

"I can't fly. I only did it once, and I crashed." The winged pony in question was Rivalz.

"Do you want a court-martial on your first day, private?"

"N...n...n...no sir," Rivalz stammered. He heeded the guard's commands and took off.

* * *

><p>"Slow down!" Guilford cried out as he sidestepped a speeding Knightmare Frame. The humanoid mecha ran into a fountain and smashed the cherub statues into pieces before it finally came to a shrieking halt. The frame had a blue and white color scheme and elongated arms. It had neither a head nor a specialized cockpit in the back. Because the Ganymede is a third-generation Frame, the cockpit was at the top of the frame and integrated into the torso unlike the modular cockpit in the back of the later generation Frames. The pony piloting the Ganymede was Cornelia.<p>

"Guilford," Cornelia called out, "you said the technicians made adjustments to the controls." The Ganymede cockpit was redesigned with four foot pedals. Cornelia was positioned on a saddle bolted into the floorboard that divided the right and left pedals.

"They did, mi lady," said Guilford. "They said that you have to get used to the new control scheme."

"It's never easy, is it," Cornelia snorted.

"Give it time, mi lady. I'm sure we'll..." Guilford was tackled by Rivalz. The young winged stallion landed on top of the mundane pony. "Get off of me," Guilford yelled.

"I am so, so sorry, my lordship," Rivalz apologized profusely.

"Go practice elsewhere, private."

"I wasn't practicing how to fly..."

"You should if you insist on it."

"Lt. Schultz ordered me to, your lordship."

Guilford looked at Rivalz cockeyed. "What for?"

"He has a message for the Viceroy. Britannian soldiers from the other bases in Area 11 are asking to get in the Settlement."

"Viceroy, survivors from..."

"I heard Guilford," Cornelia interrupted. She lowered herself from the Ganymede's cockpit. "Lead the way, private."

"Yes, your highness," said Rivalz.

* * *

><p>Rivalz led Cornelia and Guildford to the one entrance to the settlement where the work crew was clearing away debris, instead of piling it on, and dumping it on the left and right side of the entrance. The set-up had a special failsafe. The debris was being piled around it and held in place by netting. Rope tied to the support beams provided tension. Should one or both of the ropes become undone, the debris would bury anyone that dares to invade the settlement. The only thing besides the booby trap keeping the hundreds of Britannian refugees from entering were platoon upon platoon of soldiers armed with whatever sharp objects they could wield.<p>

The pony closest to the front, a mundane stallion with red fur and a purple mane, bowed to Cornelia. "Viceroy, oh thank God you came," he said. "I'm Warrant Officer Greg Finney. I'm the de facto commanding officer of the 118th Artillery Division stationed in Shizuoka."

"And you, a mere warrant officer, are the highest ranking soldier left in your division?" Cornelia asked.

Warrant Officer Finney nodded. "The day after we were transformed, Elevens overran our base and murdered most of the NCOs and all the officers. We had to wait till late last night to sneak in under the cover of darkness. We were lucky it was cloudy. Please, your highness, do not leave us to die at the hands of the Numbers. My men and I can be of use to you."

"Hold on for just a moment while we make a decision."

"Your highness, aren't you going to grant them sanctuary?" Guilford asked.

"I don't know," Cornelia replied.

"But they're our own."

"Are they, Guildford? We can't tell the difference between an Eleven and a Britannian by looking anymore. We even branded the Eleven inmates just to keep tabs of them." Cornelia could tell that Guilford wasn't too happy about leaving soldiers outside the protection of the settlement by the unwavering look of dread on his equine face. "I'll interrogate them myself and make certain that they're really..."

"No, your majesty! It's a trap!" One of the soldiers barged through the entrance. "I was the only one that made it out. The rest are Eleven terrorists! They forced me to go along with their ruse." The guards tackled the pony.

"No your majesty, Sergeant Grant is lying!" The other soldiers from the 118th were yelling out similar declarations as well. Suddenly, one of the 118th barged into the settlement and stabbed a guard with a combat knife held firmly between his teeth. It was Collins.

"For the liberation of Japan!" Collins called out after thrusting the blade into the guard's neck. The soldier then looked stunned at the guard he murdered. "What's going on..." he blurted out before being ran through with a butcher's knife tied to a mop handle. Before the booby trap could go be set, the Britannians on the outside poured through the entrance. In a matter of seconds, soldiers on both sides of the access corridor were attacking each other.

* * *

><p>On the roof of a building just outside the perimeter of the Tokyo Settlement, Lelouch watched the Britannians soldiers turn on one another though a pair of binoculars. He cracked a mischievous grin underneath the Zero mask.<p>

C.C. stood beside Lelouch squinting at the entrance of the settlement ground floor. "What are you up to this time, Lelouch?" Lelouch levitated the binoculars in front of C.C. "Is this your doing, Lelouch?" Lelouch chuckled impishly at the accusation. "So, you got your evil laugh back?"

"I knew it would be worth my while to permit those stragglers back into the Tokyo Settlement. I had my special collaborators sow the seeds of chaos amongst the Britannians and now those seeds are yielding fruit. And I owe it all to you." Lelouch said to the pony that just flew right in front of him and C.C. He folded his forelegs around his chest and stared in disapproval of Lelouch.

"What do you mean you owe it all to me?"

"What was it you said to me the night before last...oh yes...'Would you even know if a pony used to be Britannian without him telling you'."

"So rather than take my advice, you twist it around and make things even worse."

"Only worse for the Britannians, but it's a small victory for the Black Knights. It'll bide my forces time to prepare for the battle to come. At the very least, Cornelia will think twice about taking in strays and thereby keeping her forces from growing."

"You're hopeless." The winged stallion snorted. "This fighting will end sooner or later on its own but not if you..."

Lelouch pointed at the winged stallion and said loudly, "if there was any validity to your words, my trap wouldn't have worked, and the Viceroy would accept anyone from outside the Settlement with open arms! The fact that the Britannians are at each other's throats and fighting amongst themselves is testimony against your philosophy."

"Only because she's just like you, Zero." The winged stallion flew away; brooding that he was unable to sway these prodigal ponies.

"Lelouch, who is he?" C.C. asked. "I'd like to know."

"Forget about that idealistic fool," said Lelouch, "we have more urgent matters to tend to."

* * *

><p>It was a long day for Rivalz. First, he was dragged out of his dorm before the sun even rose and ordered to help clear debris, and then he got caught in that fight with the Eleven terrorists that broke out. His strides were uneven from pushing himself too hard. When he was sure the dorm leader wasn't watching, Rivalz hobbled through the hallways until he came to room 2010 and knocked.<p>

"It's me, Rivalz. Can I come in?" He asked.

The door shook for a moment and then cracked open. A female mundane pony with a strawberry blonde mane and chartreuse coat answered the door. "You shouldn't have come. If Mrs. Gottfried catches you at the girl's dorm..."

"Don't worry Shirley," said Rivalz, "I checked for her before sneaking in." Rivalz stood up on his hind legs and looked over Shirley. "Is Milly okay?"

"I am," Milly called out from inside the room. "Shirley, let Rivalz in. I wouldn't want him getting caught out in the hallway." Shirley did as Milly requested. Rivalz was a bit relieved to see Milly lying on the couch despite the look of melancholy on her face. Milly may have been depressed, but at least she was still alive.

"How are you feeling, Chief?" Rivalz asked Milly.

"A little better," she said. "And how was your day?"

"Nothing happened really. It was boring in fact," Rivalz lied.

"So, you weren't there when the terrorists tried to sneak into the settlement?" Shirley asked.

"Terrorists!" Milly gasped.

"You didn't hear-terrorists were posing as soldiers and trying get inside. There was a huge fight that broke out when they were caught."

"Maybe I can get my grandfather to pull some strings and get you a safer assignment."

"No way!" Rivalz objected. "I'm seriously considering a career in the military. It would look bad if I..." Rivalz stopped to glance around when he realized something was out of place. "Hey, where's Nina? I can't believe she's so self-centered to run off on you."

"Don't be so hard on her," Shirley said defensively. "The Viceroy ordered her to the palace."

"Did you say the Viceroy wanted to see Nina? This isn't about the table and those pictures of Princess Euphemia, is it?"

Shirley shook her head. "I hope that isn't the reason...for her sake."

* * *

><p>It was the tenth day after the night of the transformation and late in the afternoon. Yoshida was on a rooftop watching the Tokyo Settlement for any sign of Britannian forces while Tamaki held the pair of binoculars in his mouth.<p>

Tamaki dropped the binoculars. "Hey," said Yoshida, "what did you do that for?"

"I'm tired of holding those binoculars in my mouth," Tamaki replied. "It's only fair to take turns."

"No way! It's got your slobber all over it."

"Man this sucks. I've been on this roof with you and Sugiyama for the last two days holding your stupid binoculars."

"Shut up and do your job," Yoshida ordered. "Zero said Cornelia could come out at any moment and in full force."

"I'll do it today, but you're holding the damn binoculars tomorrow. And I'm cleaning them so you won't have an excuse not to." Tamaki huffed, retrieved the binoculars, and held them for Yoshida.

For Kento Sugiyama, this wasn't a problem. As an airborne winged pony, his forelegs were free to take hold of the binoculars pressed between his fetlocks. He was watching from the air, but only about thirty feet above the rooftop as he was a bit nervous about flying, even after the days of training by Kallen. Then he saw something that caused him to drop his binoculars.

"Hey watch it up there," Yoshida yelled.

Sugiyama pointed to the side. "Look over there."

"Tamaki! Keep the binoculars flushed to my eyes! Move it as my head move!"  
>"Oooh dot eed do ell (You don't need to yell)," Tamaki mumbled. He adjusted the binoculars as Yoshida scanned the area.<p>

"No way!" Yoshida jumped back a bit. "That can't he happening."

"Uut? Uut ant ee appantind? (What? What can't be happening?)" Tamaki pleaded for answers.

"You know the plan, Tamaki. Now turn around." Yoshida tossed a small blanket over Tamaki's horn and pulled back until only the front side of the horn could be seen.  
>Tamaki spat the binoculars out of his mouth. "You guys gotta tell me what's going on so I know what to tell Zero."<p>

"A Knightmare," Sugiyama said as he landed. "The Britannians have a working Knightmare."

"You got to be kidding me!"

"Relax, it's just one Knightmare Frame."

"That's one working Knighmare more than we got." Tamaki's horn lit up and went back dim in quick flashes and in one to two second blinks.

* * *

><p>Lelouch translated the Morse code message being sent to him by Tamaki and jotted down the results on paper. He still hasn't quite mastered his telekinesis. It took his full attention just to make the words legible. Lelouch read over the message and shook his head.<p>

"You must be feeling the heat to overplay your hand, Cornelia," Lelouch gloated. C.C. peered over Lelouch's shoulder.

"A Knightmare Frame?" She said in a bewildered tone. "I thought those stopped working."

"Only the ones with sakuradite components," Lelouch answered. "I'm betting it's the Ganymede model from Ashford Academy. It uses a chemical battery for a power source. It won't have the range and mobility of one powered by sakuradite."

"But still, she does have a huge advantage over you."

"She would have if she kept the Ganymede inside the settlement. This is actually to *my* advantage."

"I see," said C.C. "No, actually I don't," she corrected herself.

"You'll understand soon enough," Lelouch replied with a devilish grin on his face.

* * *

><p>The Japanese living in the Shinjuku Ghetto gathered on the decrepit, cracked sidewalks and watched with trepidation as a 25-foot tall Ganymede Knightmare Frame led the way for hundreds of ponies marching in a column of five. The soldiers on the perimeter of the formation each had a shield tied to their backs. The ones in the center of the formation carried spears in their mouths. The center of the formation did not form perfect rows but, rather, the second and fourth column was one-half a pony's body length ahead of the first, third, and fifth columns. Two ponies in the adjacent columns rested the one end of their spears on the pony in the middle one and the other end on a pony in the outer columns The ponies in the third column, in kind, rested the ends of their spears on the ponies in the second and forth columns. The overlap kept the ponies from stabbing each other with their spears. In the very middle of the formation were winged ponies. They were armed with knives carried in their mouths instead of spears and shields. All of the Britannian ponies wore armbands that bore the crest of the lion and the serpent, the symbol of the Holy Britannian Empire, torn from their uniforms and taped to the armbands. The bystanders whispered amongst themselves.<p>

"How did the Britannians get their technology working?"

"Are they going to re-establish rule?"

"The Black Knights are going to get it now."

"And after the Britannians are done with them, we're next."

The elder ponies from the meeting waited in the middle of the street for the battalion, which were two blocks away. Yamato, the unofficial leader of Shinjuku, stepped forward and called out to the Britannians.

"Welcome to Shinjuku," Yamato yelled out. "We wish to speak with whoever is in charge." The Ganymede held out its hand with its palm facing the battalion. The soldiers came to a halt. Cornelia dismounted her Knightmare Frame and descended to the street below.

"I am Viceroy Cornelia le Britannia, second princess of the Britannian Imperial Family. Who might you be?"

"You sound exactly the same as on television, your highness," said Yamato who was making a subtle hint that he acknowledged the identity of the unicorn mare. "I am Yamato Masayoshi. I'm the elder of this ghetto. How may I be of service to you, your highness?"

"Heh," Cornelia grunted, "if you were only half as accommodating as you are now, Tokyo wouldn't have a problem with terrorism.

"That's not fair," an elderly horned mare spoke out. "Yamato has done everything in his power to keep..."

"Please Tochigi," Yamato interrupted his colleague, "let's not fight amongst ourselves." He turned his attention back to Cornelia. "As I was saying in a meeting a few days ago, it's not an overstatement to say that civilization has fallen. Centuries of progress erased in one night. We should be working together, not fighting."

Cornelia looked away from Yamato. "Work together?" She scowled.

"Why yes, our people can work together. This can be the start of a new era of cooperation between the Holy Britannian Empire and our people. Together we can...,"

Cornelia charged Yamato head first. Her horn pressed against the elderly stallion's neck.

"How dare you speak as though we're equals!" Cornelia sneered.

Yamato tilted his head back. The muscles in his legs tensed up and trembled as he tried to keep from pressing against the melee weapon attached to Cornelia's forehead. "Please, your highness, reconsider." Yamato pleaded.

"The Britannian Empire doesn't make alliances with beaten dogs. You understand, Eleven?"

"Yes, your highness, I understand."

"Don't ever forget your place, Eleven." Cornelia brushed her horn across Yamato's neck. The elderly Japanese ponies rushed to Yamato's side. He had a shallow cut along this left jaw, which sprinkled the ground with drops of blood.

"Leave him alone." It was the winged stallion who comforted Lelouch and Yamato at the meeting. He stepped between them and stared down the viceroy.

"Another Eleven that doesn't know his place,"

"I'm not an Eleven, and you're no Britannian. You stopped being one when you were turned into a pony."

"I don't have time for this." She looked behind her at the front row of soldiers. "You three, beat some sense into this buffoon," Cornelia ordered.

"Yes, my lord," the soldiers said in unison. One flew over head and swooped down on the blue stallion while two others rushed him. He sidestepped the attack from above and slapped the soldier on the back of his neck with his wing. The blow momentarily stunned the soldier. He lost control and crashed. The winged stallion spun around kick on one soldier as he was turning and back kicked the other. More soldiers broke formation and charged the winged stallion. Realizing the odds were against him, he leaped into the air and took flight, but two winged Britannians grabbed hold, weighed him down, and forced him to land. Once the winged stallion was on the ground, the Britannians hurled around and pummeled the knave that dared to disrespect the crown. Droplets of blood flew with each blow.

Suddenly, a rock flew just over their heads. They halted their brutal attack and scanned the area. Then, out of nowhere, another rock flew and made its mark catching one Britannian between the eyes. Then another rock was thrown from the opposite direction of the first, and another Britannian soldier was struck down in the back of the head. An omni-directional salvo of rocks battered the soldiers forcing them away from the winged stallion.

"Viceroy Cornelia," Lelouch called out further down the street, "so this is the true colors of the Britannian nobility-common street thuggery."

"Zero," Cornelia growled, "so you finally came out of hiding, coward."

"So says the woman that needs an army to rough up a solitary man," Lelouch retorted.

A rock then zipped within inches of Cornelia. Darlton immediately came to his majesty's aid and flew her back to the cockpit. When they made it to the top of the Ganymede, Cornelia caught site of Zero ducking into an alley

"Squads 11 and 15," Cornelia ordered, "encircle Zero. Platoons 2 and 4, ransack the buildings. Kill whoever is inside." Meanwhile, the winged stallion staggered away with one of the ghetto elders helping him to vacate the battlefield.

"Mi lady," Darlton said with a caution tone in his voice, "this could be a trap."

"I know, but I'm counting on the Ganymede as my trump card. Even Zero couldn't have known that we had a working Knightmare Frame."

"Permit me to stay by your side, mi lady. These old Frames don't have an ejection system."

Cornelia nodded. "It's a tight fit. Just be careful to not get in the way."

* * *

><p>Kallen and a contingency of horned recruits were on the fourth floor looking down at the Britannian. The more experience Black Knight watched for Zero to make his move. She wore an armband around her left foreleg, which held in place the knife she kept hidden in her handbag when attending Ashford Academy. The recruits also wore armbands with the symbol of the Black Knights, the Geass symbol with a sword pointing downward in the middle, on it.<p>

"What the hell is going on out there?" Akito asked with an impatient tone in his voice. "Can I look?"

"No," said Kallen, "we can't risk being discovered." About a minute later, Kallen caught sight of Lelouch saving the life of some winged pony the Britannians were brutally beating. "Okay now," she ordered.

The recruits followed Zero's instructions. They concentrated on moving some rocks piled on the first floor window ledges of the building on the other side of the street. A minute later, some of the Britannians split off from the main formation.

"Okay, everyone, back away from the wall and get ready to set off the fragmentation devices on my mark," Kallen ordered.

* * *

><p>The sound of stampeding ponies was heading towards Lelouch from the front and the back. Not quite what he had planned, but nothing that he couldn't compensate for. Lelouch ran underneath a fire escape. The latch holding the bottom fire escape ladder was pulled by telekinesis. Lelouch ran up the ladder and levitated it back into place. He ducked into the building and waited for the Britannians to "surround" him.<br>When the Britannians piled into the alley from both sides in an attempt to corner him, Lelouch ran into the building to an old bathroom. He levitated a corroded pipe and tapped on the plumbing.

* * *

><p>In the depths of the subway system, Ohgi and two horned Black Knights stood in wait for Zero's plan to be set into motion. One of the recruits acted as a light source. The other recruit was Kamio Misuzu, the horned mare who sewed the dress during orientation. The subterranean passageway was completely silence except for the pounding of two hearts from two nerve-wrecked recruits. They kept a vigil over the stockpile of unexploded ordnance. A mound of missile war heads, explosive rounds, blocks of C-4, and a few tanks of welding gas were wired to a trigger mechanism. Suddenly, the calm was broken by a metallic noise traveling along exposed pipes leading to the surface.<p>

"Everyone, get to the curve in the tunnel," Ohgi ordered. He and the recruits galloped hastily to the turn in the subway tunnel. "Now, concentrate on the trigger mechanism-just like we trained you to."

Misuzu peered around the curve. She pointed her horn at the detonator.  
>"Don't forget, once it's been triggered, you have ten seconds to get back to safety."<p>

Misuzu snorted at Ohgi. "Let me concentrate, will you," she snapped. She directed her focus back to the detonator. A second later, the detonator had the same aura as Misuzu's horn. The trigger mechanism was pressed, and a red light on the detonator activated. Misuzu hastened around the corner. "Ten, nine, eight," she counted as she was turning the corner, "seven, si...". Before Misuzu could finish counting, the explosives went off. The concussion wave was just enough to jar her off her hooves.

* * *

><p>Britannian ponies ransacked the abandoned buildings in search for the phantom assailants. A young horned mare saluted an older mundane stallion with a peach-colored beard that matched his mane. "Have you find anything yet, corporal?" The older pony asked.<p>

"Not yet, sir," the younger horned mare replied.

"What do you mean 'not yet'?" The older stallion said in a scornful, gruff voice. "There had to been dozens hurling rocks at us. Keep look..."

The old officer never had a chance to finish his command. The floor under their hooves erupted. The force shattered every bone in every pony's body and buried their broken corpses under the ruins of the collapsing building.

* * *

><p>Lelouch darted left and right dodging falling debris. The alley where he lead the two squads of Britannians and the building where the platoons ransacked were demolished from beneath by well-placed, improvised explosive devices in the subway tunnels. It wasn't much of a loss for the Black Knights. There were plenty of tunnels left over and now that they have Old Tokyo under their control, they won't need it as much.<p>

* * *

><p>The room trembled from the force of the blast and from the toppling building on the other side of the street. A fog of pulverized concrete billowed from the ruins and expanded in all directions. "Now everyone," Kallen ordered, "get under cover." The recruits cowered behind flipped over desks lining the back wall. Kallen watched anxiously for their next targets. Just out the window were the Britannians with wings. From her narrow view, Kallen could see about six of them in the hazy mist. She made a rough estimate of about one hundred to one hundred and fifty airborne Britannians. She hesitated wondering if she should wait for more of them to fly up when a Britannian beside the window glanced over and caught sight of the Black Knights hiding in the upper floors.<p>

"The enemy's in this building," the Britannian who spotted them called out.

"Team one, go!" Kallen yelled. Half of the horned Black Knights levitated glass jars lining the floor through the windows-glass jars filled with nails and with a wire running to detonators on top of the lids. "Now team two, do your part." The other horned Black Knights activated their powers and push the detonators. Once again, the Shinjuku Ghetto was rocked by explosions, but this time, the blast came from above, and, in its wake, was a hailstorm of nails flying in all directions. They imbedded themselves into flesh and bone. All of the winged Britannians that were in the blast radius fell to the earth; their bodies torn apart before they even hit the ground. The nail bombs caused casualties in the ranks of the Britannian ground forces as well, either by being struck by nails or by a falling Britannian winged pony. The ground was oily and black from the spilled blood.

Kallen ran into the hallway. There, waiting for her, were dozens of winged Black Knights. Various knives lay next to their hooves. "Team three, grab your weapons and follow my lead," Kallen ordered. She took hold of her knife. The other Black Knights picked up their blades and followed her out the window.

Kallen flew up over the rooftops of the buildings and scrutinized the battlefield. To her left were Princess Cornelia and her Ganymede Knightmare. To her right was the bulk of the remaining winged Britannians.

Kallen pointed to the right. "Finish off the remaining air forces."

"What about you?" One of the recruits asked.

"I have something important I have to take care of," she answered. The recruits unenthusiastically flew straight at the aloft Britannians as Kallen went in the opposite direction.

* * *

><p><em> This can't be happening! How could I be so naïve as to not expect this to happen!<em> Cornelia expected Zero to show up with additional forces taken from the population, but she never expected him to set up this booby trap for her. _How could I be such a fool! No matter, I still have a working Knightmare, and he doesn't._Cornelia then saw a group of mundane and horned ponies with spears tied to their bodies coming at the right and left flanks of their formation. The Black Knights were attempting a pincer move.

"Get in formation," Cornelia's voice boomed from the Ganymede's loudspeaker, "and draw your weapons."

The panic that overshadowed Cornelia's forces faded away with the sound of her voice. Once they got their bearings, Britannian ground forces arranged their formation into a crude phalanx. The Britannians in front untied the shields that were strapped on the backs of their neighbor and took hold of them. The hodgepodge of shields, from modern police riot shields to those from ancient Greece, overlapped into a barrier protecting the formation. The ponies in the center of the formation threaded their spears, which were as anachronistic and varied as the shields, through bindings wrapped around the bodies of the ponies in front of them and tightened the ropes around them.  
>The Britannians lining the perimeter of the phalanx halted the advancing Black Knights. Only one Black Knight on the right of the Britannians' formation navigated around the wall of shields and impaled the target. The rest had their spears lodged out of place or broken. The Britannians' shield bearers stood aside for the spear bearers to strike at the Black Knights before disappearing back into the formation. The perimeter of the phalanx was littered with dead Black Knights.<p>

* * *

><p>"Don't just stand there!" Inoue screamed at a scared recruit that was frozen in mid-air in front of an unarmed winged Britannian while holding her knife between her hooves. "Stab him!"<p>

The Britannian kicked the recruit and snatched up her blade in mid-air and then flew up and ran it across the recruit's abdomen. She fainted from the loss of blood and plummeted to the ground.

Dammit! Where the hell did Kallen go! Inoue was fuming that Kallen abdicated her duties and left her to lead the recruits in the ensuring air battle, one that they were losing.

Inoue rushed the Britannian before he could turn around and face her and then stabbed him in the back. Even though the fragmentation bombs killed most of the winged Britannians, the few that were left were holding their own. The recruits have never been in combat before. Even the ones not afraid to die were afraid to kill. Inoue caught sight of another catatonic recruit and a Britannian closing in on him. Before the Britannian could land a killing blow, Kento Sugiyama sideswiped the Britannian. The collision knocked the knife out of the Britannian's mouth.

"Pay attention, dumbass!" He yelled. The Britannian who Sugiyama tackled came from below and rammed the Black Knight in the stomach with his fore hooves. Sugiyama regained his bearings and dodged the Britannian who came in for another pass from above. The Britannian then raced upward and grabbed Sugiyama by the waist. The Britannian's wings stopped flapping, and his weight was forcing Sugiyama down.

Inoue rushed to help Sugiyama, but another Britannian soldier rammed her and knocked Inoue's knife out of her mouth. The Britannian was about to stab Inoue when an aura enveloped his knife and yanked it around. The Britannian and the unseen force fought for control over the knife. In the confusion, Inoue kicked the Britannian in the head and knocked him unconscious. The stunned Britannian fell to his death. Inoue looked down and saw horned recruits on the rooftops providing support for their fellow Black Knights.

Meanwhile, Sugiyama was still struggled with his opponent. "Don't just stand there!" Sugiyama cried out to the dumbstruck recruit. "Help me!" The recruit snapped out of his daze and out of reflex, plugged his knife into the Britannian's throat. The Britannian let go and plummeted to the ground.

A fire ignited into the recruit's eyes. He had tasted blood, both figuratively and literally, and now that society's psychological conditioning against taking life was broken, the recruit rushed into combat and attacked the nearest Britannian. It wasn't long before the remaining winged recruits gained their killer instinct. They, along with the horned Black Knights who have mastered their telekinetic abilities, were shifting the tide of the air battle.

* * *

><p>A steel girder swung by the Ganymede's enormous metallic arms struck a Black Knight. Her broken body tumbled through the air and skipped along the ground. The Ganymede sped pass four fleeing recruits and doubled back. This time, the steel girder smashed them into the ground. A sickening squishing noise and the snapping of breaking bones accompanied the sound of the vibrating beam. What was left of the unfortunate recruits laid in a pool of blood. Cornelia caught sight of two more Black Knight fleeing into a building. The Ganymede pulled over beside it. Granite and steel reinforcement flew as Cornelia kicked the side of the building until it collapsed and buried the Black Knights hiding inside. The Ganymede was covered in dust from the crumbled remains. Suddenly, Cornelia and her wing man Darlton was buzzed by a red and green streak. The pony at almost clipped Cornelia was Kallen.<p>

Cornelia recognized her from the night of the transformation. "It's the one that kept us from capturing Zero. If you haven't interfered," Cornelia spat, "we wouldn't be in this mess."

"I'll take that as a compliment, you pampered princess," Kallen taunted Cornelia. She put her knife back into her mouth and made another pass at Cornelia, but the Ganymede blocked the attack. Kallen couldn't get a clear shot at Cornelia and had to pull out of her dive or else risk slamming into the Ganymede's colossal forearms.

"Darlton, take care of this pest" the Viceroy commanded.

"But mi lady," Darlton objected, "you don't have an ejection system."

"I'll be fine, now do as you're told."

"Yes, your majesty," Darlton said reluctantly. He flew straight up at Kallen. She dodged Darlton's attack and grazed him on the shoulder. Kallen made another pass to finish him off, but then Darlton launched off the Ganymede's shoulder. The added boost caused Kallen to miscalculate her strike and overshoot her target. It was enough for Darlton to capitalize on. He bit Kallen's tail and shifted his weight in mid-flight. Kallen's momentum was redirected causing Kallen to crash into the Ganymede's torso. The collision was disorienting for Kallen. She fought to regain control and stop her death spiral, but it was only enough to make a controlled crash.

"Once I'm finished dealing with you, your master Zero is next," Cornelia gloated. She lifted the bloodstained girder when Kallen levitated off the ground and into an alley. "What the hell happened? How was she able to recover that fast? And how did she fly without moving her wings?"

"It could be another trap," Darlton warned as he landed in the cockpit.

"My thoughts exactly," said Cornelia. The Ganymede drove further up the street away from Kallen's last whereabouts. "We'll just sidestep Zero's trap," she said as the Ganymede hung a right on the intersection and made another right turn, "and cut him and his bodyguard off at the pass." As they made the second right, Lelouch was a half-block away with Kallen, battered from her crash landing but otherwise okay. Lelouch's horn glowed with the same hue as the pair of improvised explosives hovered in front of them.

"What the hell!" Cornelia blurted out in the shock of seeing Lelouch's telekinesis in action. Before she has a chance to stop, the pair of explosives went off right next to the Ganymede's knees. The force bent the Ganymede's legs outward. The joints held up for a fraction of a second before breaking from the force of the shockwave. Darlton wrapped his forelegs around Cornelia's shoulders and flew her away from the collapsing Knightmare.

* * *

><p>Darlton flew Cornelia back to the formation. To Cornelia's dismay, the phalanx was coming apart. The Black Knights had gain the upper hand in the air battle. They periodically swoop down and grabbed whatever heavy object that was at hand and dropped them on the Britannians. She caught sight of Zero in the distance directing the mundane and horned ponies with spears. They formed a V-formation and charged at the break in the formation. The phalanx was proving to be a death sentence. The Britannians facing the charging Black Knights struggled to move out of the way, but they were pressing against row upon row of ponies who were also being accosted by Black Knights holding them in check. The Black Knights' spear bearers hit their mark and impaling over a dozen Britannian soldiers in the initial strike.<p>

Another wave of spear bearers drove a wedge through the phalanx. The attacking Black Knights skewered all the Britannians in their way as they made a path through the phalanx dividing the Britannian formation in half. The remaining spear bearers charged the Britannians, who were now in a state of panic. In a few minutes, half of the Britannian ground forces and almost all of their flyers that survived the explosions died.  
>Cornelia ran through the battlefield dodging the dead bodies covering the ground while Darlton flew alongside her to a fallen standard. They hoisted the flagpole and waved it around-three flaps to the left and three to the right. The bruised, bloodied, and beaten Britannians knew it was the signal to fall back-to retreat.<p>

The Black Knights cheered at the sight of the Britannians running back to the Settlements. For them, it was a message to Cornelia-the Britannian Empire's rule was over and that the Japanese would no longer cower before them.

* * *

><p>I hope you enjoyed chapter 3 of <em>Rebel Against the Night<em>. Some notes for the story

1). If you notice, the pony races are not called by their proper name. The myth of the unicorn and Pegasus doesn't exist in the Code Geass world for this story. Someone will probably find a reference to either unicorns or Pegasus in _Code Geass _or mention that Greek mythology exists in the _Code Geass_Earth. For this fan fic, they don't. I wanted the characters to be completely unfamiliar with what they have become.

2). If anyone wants to know what a ponified Cornelia looks like. Take a picture of Rarity, change Rarity's hair color to match Cornelia's, and replace the three diamond cutie marks with a dagger.

3). Apologies for any technical mistakes I make about Knightmare Frames, the layout of the Tokyo Settlement, or sakuradite.

4). Updates will be sporadic because of IRL responsibility and plans to complete another _Code Geass_ crossover that I placed on hiatus.


	4. Chapter 4: The Battle for Tokyo Part II

_Rebel Against the Night_  
>By<br>CrossoverManiac

_Code Geass_ is owned by Sunrise, Inc. _My Little Pony: Friendship is Magic_is owned by Hasbro and created by Lauren Faust. This is a fan-based work not intended for commercial purposes.

All thoughts are in _italics_. Japanese names will be in the traditional order-surnames first and personal names behind it. Pardon me for any mistakes in the name order that I made in previous chapters.

* * *

><p>Chapter 4: The Battle for Tokyo Part II-The Calm Before the Storm<p>

"Just what the hell were you thinking!" Cornelia never heard such language coming out of the lips of her gentle sister. Euphemia paced back and forth. The echoes of hooves stomping the floor reverberated along the throne room walls. "Did you really think the Japanese would be submission after we lost our technology? It never occurred to you that might be better off having peace talks with them. We lost hundreds of lives. And after your little stunt, it'll be even harder to convince the Japanese to make a truce."

"Do you have any idea who you're talking to? I'm viceroy of this domain, Sub-Viceroy, and you're not to question my judgment!"

"Then act like a viceroy instead of some gung-ho Pureblood!"

"How dare you take that tone with me!"

Euphemia got in her sister's face. "Someone has to before your foolish pride kill us all!"

Cornelia, on sheer reflex, slapped Euphemia, who staggered back. Euphemia rubbed her lip and felt blood dribbled down to her chin. Cornelia shook her head in disbelief. She had struck her little sister. Euphemia was in a state of shock as well. As far back and she could remember, Cornelia never once hit her. Euphemia could even remember, as a child, Cornelia accepting the blame for any misdeeds she perpetrated and taking the beatings that she deserved.

Cornelia said as she inched way and shook her head, "Euphie, I'm... I'm...," and then ran off. 

* * *

><p>"Ohgi, why you have to be a buzzkill?" Tamaki was sitting on the ground with his fore legs folded together pouting. It was the night after their first major victory since their transformation and about a block away, the majority of the new Black Knight was conversing about their experience in the battlefield under the light of thousands of twinkling stars. Tamaki was speaking to Ohgi in private. "We earned ourselves a victory party, and we got recruits that can throw a really awesome one for us."<p>

Ohgi sighed at the suggestion. "You remember the last time something like that happened; Zero blew his top. I don't want that happening again"

"Oh come on, Ohgi; I promised the new guys that we'd have a celebration."

"If you want it so badly," said Ohgi, "ask Zero yourself."

"But you'd do a better job of convincing him to go along with it."

"I said 'no'!"

Tamaki sighed. "Do you know how long it took to scrape up just three bottles of sake? There was run on the stores after the transformation and all that was left was the cheap stuff. And it's not they'll restock anytime soon."

"So instead of learning how to perform telekinesis, you wasted your time looking for booze? For someone who complains so much about being left behind by the other horned Black Knights, you don't put much effort in catching up."

Tamaki struck the ground with his front hoof. "It's not like I'm some robot that goes 24/7, non-stop. I gotta have my let loose time, man." Tamaki studied Ohgi's face. "You sorta down in the dumps, aren't you? You okay?"

Ohgi turned away from Tamaki. "No, nothing's wrong with me. Why should I be sad? We're just convinced all of Tokyo that the Britannians can be beaten and now we're getting more support than ever before."

"Is it a woman problem?" Tamaki asked.

"No! It's not that at all." Just then, a Black Knight and another pony, a mare with lavender hair, red mane, and a tattered coat dragging along the ground came from the crowd of Black Knights.

"Excuse me Deputy Commander Kaname," said the rank and file Black Knight, "but this woman claims to know you..."

Ohgi leaped and ran over to the mare. "Chigusa! Is that you?" When he realized Chigusa knows about his involvement with the Black Knights, Ohgi slinked away.

"Can we talk in private?" The mare asked

"Yeah, let's talk in private, Chigusa," Ohgi said with a bit of apprehension.

"I knew it was woman problems," Tamaki bragged. "That's why you've been acting all emo."

"I'm so sorry I wasn't able to find you," Ohgi said as the two were heading around the corner. When he was certain no one could hear, Ohgi asked, "Where have you been these last two weeks? I was worried sick about you. Why weren't you at our apartment?"

"I didn't have a choice," said Chigusa. "They broke in and tried to hurt me, but I fought them off. When I went back, they were waiting for me, and there were more of them, and you were nowhere to be found."

"Don't worry Chigusa. You're safe now." Ohgi nuzzled up against Chigusa. "I won't allow anyone to harm you." Chigusa backed away. "Look, I'm sorry I hid being a Black Knight from you. But everything I'm doing is for the sake of peace. If Zero succeeds in freeing Japan from Britannia, then we can finally be together."

"Oh stop before I puke." Chigusa reached down and pulled the blade that Ohgi kept in his leg band. She aimed for Ohgi's ribs, but Ohgi shifted position fast enough that the knife only went through his shoulder muscles. The wound caused Ohgi to lose control of his foreleg and fall over. "Me? Together with an Eleven like you?" Chigusa pinned Ohgi down. "What a horrible thought, no matter what form I've taken! My name is Villetta Nu, and I am a Knight of Honor of Britannia."

"So Chigusa, you've gotten your memory back." Since the night Ohgi found her, after a battle, near death from a gunshot wound, he and Chigusa were practically a newly-wed couple. Ohgi could smell the salty air as his mind drifted to the time they walked on the beach, far away from reminders of Britannian occupation; the time he tried to prepare dinner for her only to burn the homemade potpie and Chigusa laughing at his ineptitude at cooking. But now the dream has come crashing down on him and crushed him under the weight of his worst nightmare; his Chigusa remembering who she really was-the enemy. _So, this is what they mean when they say your life flashes before your eyes before dying_, thought Ohgi.

"Now thanks to you and Zero, I can't even return to the Settlement!" Ohgi screamed when Chigusa/Villetta Nu yanked the knife from his shoulder. Villetta was about to stab Ohgi again when the echoes of hoof steps warned her that reinforcements were coming. She ran down the alley before the other Black Knights could capture her.

* * *

><p>Ohgi awoke and saw Minami standing over him. "What happened?" Ohgi asked.<p>

"Your lady friend stabbed you with your own knife," said Minami. Ohgi was on a futon back at headquarters. Medical bandages wrapped around his shoulder. Beside the futon were piles of bloodied rags.

"Ohgi?" Zero asked. "Who was that woman?" He and Kallen stood on Ohgi's left. Ohgi was afraid that this would happen. Now that Zero knew about Chigusa and was asking questions, he would have to come up with a plausible lie or be forced to tell the truth-prior to falling in love with Chigusa, he planned to question her about Zero's identity.

"She was...an amnesiac I picked up off the street," said Ohgi. It wasn't a complete lie.

"You're too kind, and I mean it literally," said Lelouch.

"Was she pretty, Ohgi?" Kallen asked mockingly. "Is that why you took a complete stranger in?"

"Since I'm getting the third degree, I'm probably going to live."

"Barely," said Minami, "it would have gone through your heart if your lady friend's aim wasn't off by a few centimeters."

"Kallen, I need to speak to you to private," said Lelouch.

"What for?" Kallen asked.

"Just come with me." Kallen and Lelouch stepped into another room. Lelouch closed the door behind them and led her to the far end. "Kallen, you are never to dissert your post, especially in the middle of a battle."

"Desertion!" Kallen said in shock. "But I never left the battlefield."

"Staying in a battle isn't the same as staying at your post. Your place was to lead the airborne forces into battle. They were inexperienced and in need of your guidance. Instead, you left them without a leader."

"But you were facing that Knightmare Frame alone. It was an emergency."

"This wasn't something that came up in the heat of battle. If you didn't notice, I made the first move against the Britannians. That should have been a cue that I wasn't caught off guard."

"But Inoue..."

"Lacks your leadership skills. We lost a sizable portion of our winged Black Knights in the battle."

"Are you saying it's my fault they died!" Kallen said defensively.

"I can't say for certain if your decisions cost the lives of our new recruits, but mine has."

Kallen shook her head. "No, don't..."

"...say such a thing. Being a commanding officer means you will eventually make a decision that will lead to someone's death. I already told you that innocent blood will be spilled, and that includes subordinates. It's an inevitability of war. You're no longer fighting as an individual in the Gurren. You're leading entire squads...no...platoons of soldiers in hand-to-hand combats, and you must adapt."

"I don't know if I want that responsibility."

"Even not making a decision is making one. My point is that a leader's responsibility is to complete the mission with a minimum loss of life. And as the leader of the Black Knights, my solution to minimizing our casualties *and* completing the mission is to make you commander of the Black Knight's airborne division, Kozuki Kallen. Take that into consideration if you're worried about leading men to their deaths. In the long run, they will be better off under your command...provided you fully accept your role." Zero turned around and headed back to Ohgi's room. "Unless I hear otherwise, I'll expect to see you tomorrow at 0700 hours to train the winged recruits," he said without looking back to face Kallen.

* * *

><p>"Viceroy, please come out." Euphemia was outside her sister's room pleading for her to come out. Standing beside her were Darlton and Guilford<p>

"You've been in there for three days now," said Guilford. "We're worried about you, mi lady."

Then Cornelia spoke up. "Darlton, Guilford," Cornelia said in a weak, solemn voice from behind the door. "I wish to speak to the Sub-Viceroy alone."

"Very well, mi lady," said Guilford, who tapped Darlton on the shoulder. The two gave Cornelia and Euphemia their privacy.

"Come in, Euphie," said Cornelia. Euphemia crept inside and saw her sister lying on her king-size bed. Her face was buried between her forelegs; only her puffy, bloodshot eyes could be seen. Her pillow had a pair of wet spots on opposite sides of the indent made by Cornelia's face.

"Viceroy, I beg your..."

"It's okay Euphie, you don't have to be so formal. We can speak to each other as sisters." Cornelia moved to the edge of the bed and examined her sister's swollen lip. She stroked it as gently with her hoof.

"Cornelia, I am sincerely sorry for saying those terrible things to you."

Cornelia sat up in bed and shook her head. "You're sorry? I was the one who hit you."

"Only because I egged you on," said Euphemia.

"It's not your fault, Euphie. It's mine. I took my anger over my own inadequacies out on you."

"But sis, I don't know anyone more capable than you."

"If that was even a half true, we wouldn't be teetering on the edge like we are now. I can't save us, not without support from the homeland. I swore Guilford and Darlton to secrecy because you needed to hear this coming from me. I've been in contact with Pendragon on shortwave radio, and they say it would be years, if not decades, before they could ever come in full force to Area 11."

"Are you sure that was Pendragon?" Euphemia asked. "There's no way to confirm the source of the message."

"It was Father himself, the Emperor, which spoke to me. They've been changed as we have, and the military forces in the homeland have been crippled, as well. This is why I made the decision to bluff the Elevens into thinking that we weren't completely helpless." Cornelia slowly climbed out of bed and laid a hoof on Euphemia's shoulder. "You were right," she said still speaking in her somber voice. "We're in no position to offer resistance to the Elevens. However, I can't negotiate with them. After what happened, our case wouldn't sound very convincing coming from me, which is why I'm relinquishing my position..."

"No, sis, you don't have to do this," said Euphemia shaking her head.

"...and appointing you as Viceroy of Area 11."

"Sis, I..."

"Euphie, I can't make peace with the Elevens, but you can. You're the only chance the Britannians in the Tokyo Settlement have."

Euphemia hung her head down. She came to comfort her sister after provoking her into that physical altercation, not to usurp her position. "Don't worry sis, I'll only keep power long enough to come up with a peace..."

"No! You can't! Zero and his Black Knights won't accept me in any position of authority. Besides, why should any Britannian follow a ruler who gave up? We'll make the change formal tomorrow afternoon at 1400 hours."

* * *

><p>The cold running water from the stream was ecstasy for Villetta Nu. The mundane mare greedily gulped from the brook quenching her dry, parched throat. The sun set behind the mountains an hour ago and now the residual glow of dusk was giving way to the freckled face night smiling down on her with a crescent grin. After she had her fill, Villetta Nu stared out into the stars. It was an activity that the busy knight of honor did not have the time to indulge in. The thousands of flickering candles magically floating in a sea of dark violet traced secret patterns and messages for her, not the one of hunters, scorpions, or fish, but ones that only she could see; well, that's what she thought when she was but a child-Scratches, the stray cat that she used to share her food with until it was ran over by a careless teenager in a sports car, and April, the little girl down the street that used to play with her until she got sick and went away never to return. Then, the bushes started shaking. All around Villetta were the crackling of dried leavings being crushed under hoof. She admonished herself for not being mindful of her surroundings.<p>

Ponies, both horned and mundane, came out of the foliage forming a semicircle around Villetta. Both ends of the formation connected with the stream. Hovering over the water were winged ponies. All of Villetta's possible escapes routes were cut off.

A mundane stallion took a few steps out of the encirclement. All Villetta could tell was that his coat and mane were lightly colored as both contrasted with the darker background.

"Are you a Britannian?" The stallion asked in perfect English. "Or are you native born?" The stallion asked, this time in flawless Japanese.

It was a test. It was a test to discern if a pony was Britannian or an Eleven. Villetta silently assessed the situation. This man, whoever he is, can impersonate accents, or at least one accent. The question spoke in Japanese was worded carefully. Asking if the person was an Eleven would shift suspicion towards this mob being Britannians. Asking if the person was Japanese would shift suspicious towards them being Elevens. Villetta could at least tell that the stallion was around Lord Jeremiah's age, and there didn't appear to be anyone who would be too old or too young to be stationed in Area 11. Then again, a mob of deceitful Elevens...

The stallion spoke up, but more forcefully. "Are you a Britannian...or are you native born?" Again, he switched languages and accents in the middle of the question as before.

Villetta went back to analyzing the situation. Deceitful Elevens could have thought of this and anticipated the age range and carefully chose who would be in their scouting party. There was no getting around it. Villetta knew Japanese, but she could never pull off the accent. So, it would pointless to even consider pretending to be an Eleven.

"My name is Villetta Nu, and I am an honorary knight of Britannia." Villetta decided if these were Elevens, then she would proclaim her status with pride before dying.

The colt grinned maliciously. "Kill this Britannian bitch," he said in Japanese. The other ponies revealed their murderous intent, as well.

"Make her suffer!" One horned mare yelled in Japanese.

"Let my friends and I have some fun with her, first," a lecherous stallion said as he licked his lips. "I haven't had any since we were turned."

Villetta backed away until she was knee deep in water when she felt something hard kicking her in the back of the neck. The winged Elevens glared at her with cruel, spiteful eyes. They kicked at Villetta-herding her back on land. Mud flew from their filthy hooves and splattering in Villetta's mane and face.

Suddenly, a white blur shoved the winged Elevens into the stream. It swooped down and carried Villetta off with it. The honorary knight tilted her head up and saw the face of a winged stallion. He had wrapped his front and back legs around Villetta. Behind them was the angry mob screaming obscenities at them. Then, out of nowhere, a mist glistering with hundreds of specks as though the night sky itself has come to life, glided over the lake as it headed along its towards the angry mob. Villetta and her newly christened champion flew through the mist. The winged Elevens shook themselves dry and were about to take off when the mist floated past them and then yanked them inside until they disappeared into the blackness. A few seconds of later, one of the winged Elevens was tossed into a tree trunk. The cracking of the winged Eleven's skull could be heard even from a distance. Then dozens of screams emanated from the mist, which caused a chill to run up Villetta's spine.

"Please hurry. I beg of you," Villetta said as she trembled in the stallion's grip. "It could come after us at any moment."

"Don't worry," said the winged stallion. "We'll be long gone by then."

"Are you saying that thing won't follow us; whatever it is hiding in that cloud?"

The winged stallion nodded. "I told you not to be afraid," the stallion spoke in a calm and soothing voice.

As they flew away, the shrieks of Eleven ponies was heard throughout the woods as they fled in all directions.

* * *

><p>It was Inoue's day to lead patrols of the Shinjuku Ghetto. She and three other winged Black Knights made their rounds flying along the streets at rooftop level. Suddenly, a small winged foal buzzed Inoue's patrol and was followed by an older winged stallion.<p>

"Come back here!" The stallion yelled out to the smaller pony. "I said no flying, Aya."

"But Daddy," the female foal said in whining voice, "I won't get hurt. I can even fly all the way to the clouds."

"Aya! You mind your father, you hear!" The winged stallion fell behind as the foal rendezvous with a flock of other winged foals and flew straight up into the clouds.

"Please honey! Come back!" The stallion glanced back and forth between her child with the flock of foals and the ground below. The stallion noticed Inoue's patrol watching him. "Please," he said to the Black Knights, "if any of you are good at flying, could you please bring my daughter back?"

"You want us to get your daughter?" Inoue said repeating the stallion's request.

The stallion looked away in shame. "I'm deathly afraid of heights. I'm only flying at all because of my daughter.

Inoue flew forward. "I'll go this time, but you need to learn how to fly so that you can tend to your own children."

"Thank you so much, young lady. I promise I will."

Inoue flew as fast as she could. She had almost caught up with the children when they disappeared into a thick, low-altitude cloud. "Little girl," said Inoue. "Where are you? Your daddy's worried about you." Inoue folded her forelegs over her chest waiting for an answer. The only response was the sound of playful foals giggling. When she got tired of waiting, Inoue flew into the cloud and was dumbstruck by what she saw. The children were walking on the clouds. They weren't flapping their wings. The clouds themselves kept them aloft.

"Hey!" One little male foal said. "You can't come up here. This is our Cloud Club, and no adults are allowed."

Inoue realized it wouldn't be possible to force all these children to come back down, so she decided to use a little psychology. "But how can you have a club without a club house," she said playfully. "If I show you a really cool place for a club house, will you let me join?"

"No way!" The colt pointed to the side. "We already have a club house." Inoue pushed pass the foals. "Hey we said 'no adults'." Inoue was in awe of the clouds shaped like a house, or like one designed by children. The house had spirally stairways wrapping around the four-story 'structure'. The club house also had a giant slide leading from a balcony, curved around the front, and ended on the club house cloud foundation. Inoue touched it. It felt fluffy, yet firm, and had a bit of a bounce to it. Inoue closed her eyes and braced herself. Her wings stopped flapping. Inoue flinched when she landed on the cloud half expecting to fall through.

"You big baby!" The colt said. "You weren't going to fall."

"Yeah," said the female foal from earlier, "I told Daddy, and he didn't believe me."

"Aya!" The colt yelled. "It's supposed to be a secret."

"But I only told Daddy." Inoue was trying to take all of this in as the children bickered amongst themselves. The cloud brought back memories of the time, before the invasion, when she was a child. She daydreamed about walking on the clouds. She imagined the clouds were made of snow, only warm, never wet, and never melted. No, it was actually better. The clouds were really like soft cotton, with just enough heft to hold her up but not so much as to feel hard like the ground. She batted around pieces of cloud like a cat batting string. Suddenly, a loud boom went off beside her. She flew up expecting to be attacked by Britannians. But the only ones in the clouds were the children.

"You scared too easy, lady," another female foal said. She kicked a cloud, which shot out a small bolt of lightning.

"That's not funny!" Inoue yelled. The children laughed. Inoue charged the girl who kicked the cloud and pinned her down. "You think that shit is funny! You wouldn't think it's funny if it was you who were getting shot at by Brit..." Inoue then noticed the other children shivering in terror; some of them on the verge of crying. Battle after battle had taken their toll and had made Inoue a bit shell-shocked. She had to pause for a moment and calm down. They were children and didn't know better. The foal Inoue held down started weeping. "Hey, don't cry. I'm not going to hurt you. Okay?" Inoue said mustering up the sweetest voice that she could. "Be a big girl and dry those tears." The girl wiped her eyes and sniffed.

"I was only playing," the girl said.

"I know sweetie," said Inoue gently. "Hey could you do me a favor? Could you show me that thunder trick?"

The little foal nodded. "Okay lady."

* * *

><p>Villetta woke up as the noonday sun hovered overhead. She was lying on a mat laid out underneath a tree. Not far from Villetta was the winged stallion. He had a light yellow coat, black mane, and was wearing what was left of a long-sleeve shirt with holes torn in the middle for his wings. The winged stallion floated a few inches off the ground and poured out some water into a cup from a canteen nestled between his fetlocks.<p>

"Ah, you're awake," said the winged stallion. "I thought you were going to sleep a bit longer, after that rough night you had." Judging by his voice, Villetta could tell her rescuer was a mere boy, about 18 or 19 in age.

"I couldn't possibly sleep with the sun in my face," said Villetta as she rubbed her eyes.

"What's your name? I didn't have a chance to ask you last night. You insisted that we kept running even after I told you that we weren't in danger. You ran yourself so ragged that you passed out from exhaustion."

"It's Villetta Nu, and thanks for watching over me."

The winged stallion noticed Villetta's eyes were glued to the cup of water he just poured. "Oh I'm sorry. I would have poured you some had I known."

"Go ahead and drink some first. It would be rude of me to deprive the man that rescued me of his rations."

"I wouldn't consider myself a man exactly. And...," the winged stallion reached into a saddle bag on the ground and gently held, between his teeth, another tin cup by the handle. He set it beside the first cup and poured some water into it. "...I came prepared." Then the winged stallion smiled warmly at Villetta. "And even if I didn't, I would give my last drop to you."

Villetta felt unnerved by the special attention the winged stallion was giving her; his bedroom eyes undressing her. "So, what's your name?" Villetta asked in the hopes of shifting the winged stallion's thoughts on something other than her.

"You can call me, Nathan...Nathan Ramirez."

"Are you a Britannian soldier?"

"Was a Britannian soldier." Nathan's voice went from sickeningly-sweet to bitter rage seething beneath the surface on the verge of breaking out. "I was an MP stationed on Shikine Island when the changed happened. The few of us that could fly to Tokyo were disappointed to find out that the Viceroy wouldn't provide Britannian soldiers from the other bases sanctuary." The canteen dented inward under Nathan's grip. "They barricaded the ground floor entrances and her air patrols kept any of us from landing. One of my best friends was stabbed to death by Princess Cornelia's soldiers. So, I guess that means the Empire doesn't want us anymore."

"Don't talk like that. Viceroy Cornelia would only do such a thing because of Zero's treachery. He tried sneaking his terrorists into the Settlement by mixing them in with our men."

Nathan closed his eyes and calmed down. His welcoming smile came back to him. "How sweet of you, but you don't need to defend her. Viceroy Cornelia could have taken the time to sort out the few terrorists in our ranks, but she wouldn't even bother to do that for us. We're nothing but trash to be discarded."

"You're a hair-width away from being court-martialed for insubordination, soldier. I'm a knight of honor and am duty-bound to report this to my superior."

Nathan laughed uproariously. He rolled around hugging his chest as though to keep his lungs from forcing its way out of his ribcage.

Villetta was fuming at the winged stallion's tomfoolery. "Because of extenuating circumstances, I may keep this between you and me, but only if you...WILL YOU STOP LAUGHING!"

The laughter slowly down until the only thing that could be heard was Nathan catching his breath. "I meant no disrespect, ma'am. It's just that I already have a death sentence placed on me by the Viceroy by being exiled into enemy territory. That's why I can't take that threat seriously. Besides, I hate to think of someone as beautiful as you driving around the ghettos in a Knightmare Frame."

Villetta turned away from the winged stallion and huffed. "You call this hideous body 'beautiful'? I hope this is a recently acquired taste."

Nathan held back a chuckled. "It is, ma'am. I never saw a mare as lovely as you before."

"Maybe you don't pay any mind to military protocol, but I do. Going by your age, you're obviously a private. Making sexual advances on a superior officer is something I frown upon even if it wasn't against regs."

Nathan hung his head down. "I'm actually not so bad if you only give me a chance."

Villetta rolled her eyes. "Are there any other surviving Britannian soldiers?"

Nathan nodded his head enthusiastically. "I thought you'd never ask. We're hiding in some caves. It's a long journey on foot. We'll probably be late at night getting there."

Villetta sighed. "That far away, though I don't blame you with that 'thing' from last night on the loose. Do you know what it is?"

Nathan shook his head. "It's a complete mystery to me."

"Do you think it'll follow us back?"

"Doubt it. From our previous experiences, so long as our group stays out of the way, we're not in any danger."

"If our journey back is as long as you say it is, there should be plenty distance between us and 'it'. At least my swollen ankles and I can take solace in that."

* * *

><p>The Britannian nobility gathered in the throne room as requested by Princess Cornelia. All of them sported the best clothes tailors with only their mouths could hastily put together. If they were humans, their attire would be considered rags too shabby to be worn in public, even by the standard set by homeless vagrants. However, their jewelry remained as radiant as before the transformation. As they waited for the two princesses, the nobles gossiped amongst one another.<p>

"I heard the Viceroy is having the Sub-Viceroy executed," said Alexander Franklin to a slightly obese mundane stallion.

"But they're sisters," said the obese stallion.

"So what? From what I heard, the Viceroy broke the Sub-Viceroy's jaw," Franklin snickered. "The Sub-Viceroy called the Viceroy an incompetent moron."

"Well, no wonder why she gave her a sound thrashing."

"Oh be quiet! I heard the exact opposite," she was a horned pony with a white coat, blonde hair, and three gold bars on her hind quarter. "The Sub-Viceroy locked the Viceroy in her room for a week and is only letting her out so that she can formally turn over control of Area 11 to her."

"You have quite the sense of humor, Lady Stadtfeld. Princess Euphemia, the Emperor's pacifist daughter? Seizing power? I almost want it to happen just for a good laugh. By the way, have they found your husband's daughter?"

"No," Lady Stadtfeld said condescendingly, "and good riddance. I hope his half-breed bastard daughter stays missing. At least her mother had the good graces of dying." Lady Stadtfeld was speaking of Kōzuki Kallen who is the love child of her husband and his recently deceased Eleven maid. "Now hush up, the viceroy and sub-viceroy are about to make their announcement."

Cornelia and Euphemia cut through the audience which was divided by the red carpet leading to the throne. They were accompanied by Darlton and Guilford. Cornelia held her head down as they made their way, which 'confirmed' Mrs. Stadtfeld's suspicions. The cold-hearted, horned mare had a self-satisfying grin. She winked at the two stallions she was gossiping with.

"Looks like I was right all along," Mrs. Stadtfeld gloated.

Cornelia took a deep breath and sighed. "Members of the noble houses, I summoned you here for a very important announcement."

Suddenly, Lloyd pushed his way through the audience and ran up to the throne. "Don't worry, Viceroy, I can take it from here."

"Oh no," Euphemia said softly, just low enough to be heard only by her own ears. "Please don't let it be what I think it is." Euphemia's plan to find a peace resolution was going up in flames before her very eyes.

"Hello," said Lloyd jovially, "for those that don't know me, I'm Lloyd Asplund, earl of the House of Asplund."

"What the hell are you doing!" Cornelia grumbled. "I don't have time for your foolishness, Earl Asplund."

"But I thought you were announcing our progress with the Knightmare refits."

Cornelia's mood completely changed. Her face seemed to glow. "You were...successful?"

Lloyd smiled slyly. "You had three of the most brilliant minds in all of the Settlement working on it. Was there any doubt?"

Cornelia galloped to Lloyd's side. "Take me to it," Cornelia demanded. "Let me see with my own eyes."

"Well in that case," said Lloyd. He looked over his shoulder and addressed the audience. "All you nobles follow us to the courtyard. We have quite the site for you to witness." Everyone in the room appeared to be upbeat about the news except for one-Princess Euphemia. She hung her head down and moaned as the others piled outside.

"Oh Lloyd, you couldn't have come at a worse time," said Euphemia.

Euphemia scuffled to the courtyard where the nobles gathered. They, along with Cornelia, Darlton, Guilford, Lloyd, and two other horned mares watched, from a distance, the Lancelot Knightmare Frame weave around oversize traffic cones in a show of agility. However, it wasn't quite as swift-footed as it used to be. Euphemia also noticed the Lancelot had a pair of fins sticking outward from its back.

"As you can see, the initial results from the Lancelot's new uranium fission power plant are quite positive. The power plant is one of three that will be installed on the Lancelot. The extra nacelles are part of the cooling system. Because extracting power from uranium lacks the efficiency of the old Yggdrasil system, the waste heat must be exhausted into the..."

Euphemia lost track of Lloyd's presentation when one of horned mares who was working on the alternative power source spoke to her. "Excuse me, your majesty." The horned mare bowed to Euphemia. "It's a privilege to serve you, your highness."

"Your voice; it sounds familiar," said Euphemia. "May I ask who are you?'

"My name is Nina Einstein. I was one of the hostages at the hoteljacking. You save me and my friends from those Eleven terrorists."

"Me? Save you?" said Euphemia. She wondered why this girl credited her for rescuing the hostages when it was, in fact, Zero and Suzaku who saved her. "I didn't really do that much."

"Oh but you did, Princess," said Nina, "more than you can imagine." Nina then noticed Euphemia staring at the Lancelot. "Are you happy with our work?" Nina asked as she stared at Euphemia with puppy dog eyes; pleading with Euphemia to be pleased with her.

Euphemia looked away from Nina and sighed. "I don't know."

Nina frowned. "B...b...but why not your majesty? If you give us time, we can make the Lancelot run as well as it did before...that night." Nina felt a tap on her shoulder and turned around. It was Lloyd and Cecile smiling at Nina.

"Nina, come on up. They want to meet the genius who invented the new Knightmare power plant."

"But you and Cecile..."

"...wouldn't know where to begin if it wasn't for you." Cecile nudged Nina from behind leading her to the front of the crowd. Lloyd said with his right front leg on Nina's back. "This is the young genius from Ashford Academy that I told you about. Nina Einstein is the one who came up with the concept and perform the preliminary work." Lloyd flew up and waved at Suzaku. "You too, Suzaku. You helped design the control schematics for the Lancelot. You made it possible for four hooves and a mouth to do what two hands used to be able to." After lowering himself down from the cockpit, Suzaku took his place with Lloyd, Cecile, and Nina, much to the chagrin of the Britannian nobles. Most of them gave him dirty stares.

Baron Franklin whispered into Lady Stadtfeld's ear. "I hope they omit that Number from the record."

"You're not the only one."

Suzaku, not wanting to make a scene, pretended not to hear the nobles' vindictive gossip. However, someone in the crowd showed their appreciation for Suzaku's work. A pair of hooves clopped together. The audience looked around and saw Darlton balancing on his hind legs clapping. He flapped his wings a bit to assist in standing upright. Then Guilford followed suit and clapped/clopped as well. Then some of the other nobles joined in. It didn't take long for the rest of the nobles went along, even if it was just to maintain appearance. Nina glanced at Euphemia hoping she would join in. Once again, the Britannian teenager looked at Euphemia with that same pleading puppy dog expression. Euphemia unenthusiastically clapped/clopped.

* * *

><p>After an emotionally exhausting day, Euphemia was about to go to bed when she was greeted in front of her bedroom door by her sister.<p>

"Viceroy, is there anything I can do for you before I go to bed?"

"We don't have to be formal here," said Cornelia who was staring down and scraping the floor with her hoof in a circular pattern. "I wanted to talk to you about what happened this afternoon, or more specially, what didn't happen."

"'What didn't happen'? What do you mean?"

Cornelia looked up at Euphemia with eyes pleading for forgiveness. "I upstaged you. You, my own sister. I was supposed to step down and hand the office of viceroy over to you."

"Is that what you're so upset over? I'm not mad at you. Let's put that behind us. We need to discuss our plans to negotiate a peace with the Japanese."

Cornelia raised an eyebrow. "Why? The whole point of me staying on as viceroy was because we now have a working Knightmare. We don't have to make peace with the Elevens. That's the only reason why I didn't hand control of Area 11 over to you."

"Sis, please reconsider. The Knightmare gives us a position of strength to negotiate from. We don't have to..."

"The only peace that I'll accept is Zero's unconditional surrender."

"Cornelia, you can't be serious? You can't take over Japan..."

"It's Area 11. It never stopped being Area 11."

"Whatever you wish to call it, you can't take it over with only one Frame."

"It's not just one Frame. Earl Asplund projected that we could have five fully-functional Gloucesters by the end of the year; twenty by the end of next year. The Lancelot alone is enough to sure up our forces and keep Zero at bay. Once the Lancelot's refits are done, we only need to hold the Elevens off until our forces are built back up."

"Earl Asplund's new technology isn't some cure all."

"Weren't you paying attention? Nuclear fission could match, if not succeed, sakuradite as a power source. He even said it could, theoretically be made into a bomb with yields a thousand times greater than its own mass in chemical explosives."

"Is that why you want to continue fighting with the Elevens? Knightmares aren't enough. Now the Empire needs doomsday weapons!"

"Don't you raise your voice at me, Sub-Viceroy!"

"Oh now we're being formal!"

"That's enough, Sub-Viceroy!"

"Oh, so when I said something you don't like hearing, you pull rank on me!"

"This conversation is over. Good night!" Cornelia stomped back to her room. Euphemia disappeared into her bedroom slamming the door behind her.

* * *

><p>"So, you wanted to be a knight of honor?" Villetta asked. She and Nathan trotted up the rocky incline. The light from the waxing crescent moon was their guide as they made their way up the mountain.<p>

The young winged stallion nodded his head. "It was my dream to fly fighter jets since my stepfather took me to my first air show. While most of my classmates were drooling over their model Knightmares, I was reading everything about flying that I could find in the library. But to my disappointment, I found out that only those with nobility could be pilots, whether it's a Knightmare or a jet fighter. If you only knew how many times I dropped in unannounced at some nobleman's house in the hopes of getting a sponsor for honorary knighthood. But what nobleman would stick their neck out for a kid from a dirt poor family?"

Villetta knew exactly how Nathan felt. She could have been just like him, an enlisted foot soldier with no real future, had she not had the good fortunate of meeting her deadly departed Lord Jeremiah.

"You know, Private Ramirez, if I'm successful in completing my mission, you will be rewarded handsomely for your assistance. I have no doubt that you would be given the status of honorary knight. Even a true title of nobility isn't out of the question. My mission is that important to the future of the Britannian Empire."

"Thanks, but no thanks. And please, stop being so formal."

Villetta's lip curled up. "You think I'm lying to you?"

Nathan gave Villetta his warm and loving or, from Villetta's perspective, creepy smile. "Oh no, you're too honest to be a convincing liar, and I doubt you'd even try to deceive me with a false promise. I just don't care about it anymore."

"Oh that again! Princess Cornelia had no other choice, and as a soldier of Britannia, you swore to sacrifice your life protecting it. Stop your self-pity."

"But it's not self-pity, Villetta." Nathan opened his wings. "Noble titles are meaningless to me since I've gotten these. All I cared about was flying. The title of knight was just a means to an end. In fact," Nathan chuckled, "I pity the poor pilots who thought they felt the freedom of flight and never really experienced it with real wings of their own."

"You're out of your mind to turn down a title of nobility. And don't call me 'Villetta'. Just because you've given up being a Britannian soldier doesn't mean you may speak to me in that familiar tone." As Villetta was admonishing Nathan, two stallions trotted out from behind some rocks. The light emanated from their horns fell upon Villetta and Nathan

"It's okay, fellows. She's with me." The two sentries looked at each other and then back at Villetta and Nathan.

"Come this way," one of them said. Villetta and Nathan followed them back behind the rocks to the mouth of a cave.

"Amazing! I didn't know their horns could glow."

"To a certain extent, the power varies between each individual." Ten minutes later, the two horned guards, Villetta, and Nathan entered into a large cavity in the cave system that was being illuminated by numerous lanterns suspended on poles. Dozens of ponies were relaxing around the makeshift streetlamps. Much to Villetta's dismay, there weren't so much as a stitch of clothing in the camp. Though what she had on didn't leave much to the imagination, at least she was trying to be modest. An angry snort escaped her nostrils. The thought of Britannian soldiers losing their self-respect irritated her. They passed by some ponies who were fanning the entrance with their wings.

As Nathan and Villetta passed by, a winged mare called out of Nathan. "It's your turn tomorrow to ventilate the cave, so get a good night's sleep, Barnstormer."

"Hey! Not when the lady's around!"

Villetta had a confused look on her face, which Nathan took note of. "It's a nickname the guys from Shikine Island gave me when they found out that I wanted to be a pilot. Though you should be flattered, they only tease me when I'm around a beautiful mare." Villetta rolled her eyes at the awkward pick up line.

One of the ponies left his spot beneath the lantern post and trotted to meet Villetta and Nathan. The mundane stallion had a red coat and purple mane, but what set him apart from the others more than anything else was the jagged scar running from the base of his neck to his lower jaw.

"Nathan, it's good to see you," he said.

"It's good to see you too, sir."

"'Sir'? Are you the highest ranking officer here?"

"I *was* Warrant Officer Greg Finney of the 118th Artillery Division."

"And since this insubordinate disgrace calls you 'sir'," Villetta said while pointing to Nathan, "I take it you're their leader." The other ponies laughed and pointed at Nathan who had a sheepish grin on his face.

"Not quite," said Finney, "but you're close."

"I see-no formal command structure. In any case, you will offer your assistance so that I may successfully complete my mission."

Finney rolled his eyes. "You're not even here for one minute, and you're already nagging us to follow orders."

"Well, unless you have a general or a noble around, I have the highest rank and that means I'm in charge."

Laughter broke out amongst the crowd. Finney was on his back rolling on the cave floor snickering at Villetta. One horned mare was laughing so hard, she tripped over her own hooves and knocked over a lantern post. Fortunately, a horned stallion caught it with telekinesis before it could hit the ground.

"Another power," Villetta whispered. She couldn't help but to think she got the short end of the stick when it came to the transformation.

"You see what your silly little joke almost did. That could have burned our home down."

"I wasn't joking Warrant Officer! I'm taking command of this group of irregulars!"

"Irregulars? I will let you know that I have a bowel movement every morning at exactly 0700 hours." The other ponies laughed even harder at Greg Finney's joke.

"I know Zero's true identity!" Villetta's temper was wearing thin as it was buffeted by the waves of insults and jeers. "You think it's a joke, now!"

"Who cares about Zero's secret identity!" A mundane stallion heckled.

"I already know who Zero is-he's a pony," said a winged mare.

"DON'T YOU BRITANNIANS CARE ABOUT ANYTHING! WHAT THE HELL HAPPENED TO YOUR PRIDE!" Villetta screamed to the top of her lungs.

Greg Finney smirked at the enraged Villetta. "No one here cares about Zero and his stupid little war. He's a silly pony who thinks he's still a naked ape, and the same goes for his Black Knights and Viceroy Cornelia and her army of silly ponies."

"I'm telling you one last time," Villetta said with all the restraint she could muster, "you will acknowledge my status as a knight of honor and you will assist me in passing this vital information to Viceroy Cornelia!"

"Hey Cinnamon Delight," Greg Finney called out to a mundane pony with a light brown coat with dark brown spots all over her, "come on over here."

"You know not to call us by our true names when the wild ponies are around." Villetta's eyes were bulging out upon hearing the mare's voice. She had a Japanese accent.

"Now wait just one second. Please someone tell me that Eleven is an honorary Britannian. Don't tell me you allow their kind to run around here unchecked."

Greg Finney gave Villetta a dirty look. "Do you mind, I'm talking to Cinnamon Delight." Then he said to the Eleven pony, "Oh that's not an issue. It's okay to use our real names around this one because we're giving her *The Choice*." Villetta could feel her hairs standing up. There was a nauseous feeling in her stomach. Her mood had changed from anger to trepidation. What was this 'choice' they were planning on giving her? Did Nathan save her life so that she could be a toy in their sick game? "Now Cinnamon," Greg Finney said in a coy voice, "you used to be an Eleven or Japanese or whatever our sad-excuse-for-a-princess Cornelia ordered us to call you. Tell me: do you care about Zero's true identity."

Cinnamon Delight shook her head. "I don't care about Zero. I used to when I was an ugly, bloodthirsty ape. I idolized him. He was my hero but not anymore; not after our princess gave us our new bodies." She rubbed her flank seductively along Finney's side. "You know I have eyes for you and our princess alone."

Villetta's legs were shaking. She was surrounded by lunatics. They sounded more like escapees from an insane asylum than Britannian soldiers.

"You see, Cinnamon Delight couldn't care less about Zero's true identity, and Zero used to be her hero. And my name is no longer 'Greg Finney', and I'm no longer Cornelia's little tin soldier. My new name is Night Fire, and I'm the high priest for our true princess."

Villetta Nu screamed in utter terror at the cloud that was flowing into the caverns. It was the same black smoke with points of light scattered in it that attacked the mob of Elevens from the night before. Villetta tried to run, but something held fast to her hooves. She fell over, but rather than a hard crash face first into the cavern floor, Villetta was set upright by the same force holding her hooves together. She looked down and saw an aura surrounding her fetlocks, which was being held together. She looked around and saw the same aura around the horns of some of the ponies, all of them were pointing their horns at her.

"Oh don't be afraid, ma'am," said Nathan with that same overly friendly, unsettling smile. "I told you last night, she won't hurt you. In fact, she wants to help us." Then Nathan, Greg Finney/Night Fire, Cinnamon, and all of the other ponies bowed to the mist, which was forming the shape of a ghostly, transparent apparition. It was twice as tall as a pony. In fact, apart from the horn and wings, it was more horse than pony.

"Behold, a real princess-Nightmare Moon," said Night Fire.

"Hello," the apparition greeted Villetta. "Have you come to join our herd, my little pony?"

* * *

><p>Inoue, Sugiyama, and a dozen winged Black Knights followed Kallen through the clouds in formation. They grazed the cloud tops in a zig-zag flight path. Some of the Black Knights galloped along as they flew and tested the vapors to see if they really could land on clouds. Kallen veered to the left with the others following her lead. The Black Knights landed next to a small bump in the clouds.<p>

"Wait one second," said Kallen. She dived through the clouds and carved out a tunnel from whence they could observe the landscape below. When she came back up, Kallen landed on the edge and pointed to the bump. "All of you gather around this little hill. Space yourselves out evenly."

"Could you tell us why we flew all the way to Toshima Island?" Sugiyama asked

Kallen rolled her eyes. "I thought I told you already. We can't take a chance on the Britannians finding out about our weather control powers. Toshima Island is far enough away for that. We can't take chances on the Britannians finding out what we're up to and ruining Zero's plans." Around Kallen's neck was a pair of binoculars. She flapped her wings and hovered just above the cloud tops freeing her fetlocks to hold the binoculars up to her face. "Okay, all of you, kick at the same time." The recruits did as ordered. "I'm not seeing anything."

"It shouldn't take much. Those kids could make it spark," said Inoue.

Sugiyama inspected the cloud by sticking his head under the bump. "It's only rain," he said.

"We can't beat the Britannians with rain; not without flooding all of the Tokyo Settlement."

"Flooding them is an option," one Black Knight said spitefully.

"Black Knights don't target the innocent," said Kallen. "We're going to make lightning strike, and we're going to get it right." In reality, Kallen still cared for her classmates as Ashford Academy and wouldn't want the Black Knights to haphazardly target Britannians and kill innocent civilians needlessly. Some of them might be her classmates. "Try giving it a swift kick."

"The last time we did, the cloud disintegrated," said another winged recruited.

"That's because you kicked it the wrong way." Kallen flew to a smaller bump. "Here, watch me do it." Kallen kicked the cloud causing it to spark. The others jumped back when they were startled by the thunderclap. "Aim your kicks at the center of mass. Some of you were kicking above or below it and dissipating the cloud. Take turns aiming for the center of the hump. The rest of you have to keep your distance. I don't want any of you struck by a stray bolt."

One by one, the Black Knights practiced making the cloud spark as the others stood off at a distance. Bolts lit up as the boom of thunder rattled the clouds. When the last one in the group finish his practice, Kallen flew over and said, "Gather around and make sure you're evenly spaced. We're seeing if we can hit the ground by combining our kicks." Kallen, once again, took her position over the hole in the clouds. Her binoculars were between her fetlocks and against her face. In her sight several columns of red X's in a clearing surrounded by dense forest at the foot of Mt. Miyatsuka. Nearby, there were some blue X's. "On my mark, all of you kick. We have to hit the red targets without hitting the blue ones. Got it?"

"Got it," the Black Knights said in unison.

"Get ready." The Black Knights turned their back to the hump. They bent their legs a bit in preparation.

"Now," said Kallen. The Black Knights kicked the clouds simultaneously. A massive thunderbolt shot out of the cloud.

"Did it hit?" Inoue asked.

Kallen shook her head. "Not even close. It's three kilometers offshore. We gotta do better than that." Kallen flew over to the right side of the bump and land. "You, on this side, lighten up on your kick. You on the other side, kick a bit harder. I think if we vary the kick, the lightning will come from the side with the stronger kicks." She flew back to the hole. "Get ready...go." Another lightning bolt shot out of the cloud. "It's off by two kilometers and on the other side of the target."

Sugiyama sighed. "This is going to be a long day."

* * *

><p>"But why can't I help?" The blue winged stallion said pleading with Yamato. It was late that night and both he and Yamato, the Shinjuku elder, gathered around the candlelight inside Yamato's living room, which was decorated in traditional Japanese-style home decorum.<p>

Yamato closed his eyes and exhaled. "Look at you; you've bruised up all over." The winged stallion was covered in wounds from the time he stood up for the Shinjuku Elders against the Britannians and paid the price. "If you went out in public, Zero would take advantage of your injuries. He'd used our setback on the road to peace as evidence that ending hostilities with the Britannians is impossible."

"I don't want my injuries to be used as a means of discouraging others from make peace, but you're asking me to sit around and do nothing. You have to let me help."

"Unless you can get an audience with Princess Euphemia le Britannia herself, I can't see how you could be any help to us."

"And do you know what Euphemia looks like?"

Yamato gasped at the realization that the young stallion had taken his jest seriously. "Now wait a minute. I never intended for you to attempt such a foolhardy gesture. If you were caught, the Viceroy would have you killed."

"That's a big 'if' right there. These rookie flyers couldn't catch a cold let alone yours truly."

"You arrogant fool! You could jeopardize the peace by trying to break into the Tokyo Settlement. We didn't go through the trouble of patching you up and popping your wing back into joint just so that you can get yourself killed."

"There is no peace to jeopardize. You said it yourself Zero is planning on raiding the Settlement. We don't have anything to lose from trying."

"I forbid it. There are other ways you can help. We can always use an extra pair of hands at my office."

The blue winged stallion stood up and said, "I don't have hands. I have hooves." With his peace said, the stallion walked out.

* * *

><p>Squadrons of winged stallions donning clothes that bore the familiar crest of the Britannian Empire flew around the perimeter of the Tokyo Settlement. They watched for any potential invaders to either try to sneak into the ground levels or to infiltrate the Settlement by air. Apart from the occasional winged pony claiming to be a Britannian soldier from the other bases, there hasn't be any activity on the border, until now.<p>

They didn't see it as first. The intruder's coat of fur blended so well with the background, the patrols didn't see him until he was on top of them. Out of nowhere, a blue streak cut across their path.

"What the hell was that!" A gold-colored mare with a blue mane said.

"Over there," a green stallion with a brown mane replied. He pointed at the winged blue stallion rapidly disappearing.

"That's not possible. Can winged ponies move that fast, Sir Kolm?"

"Worry about that later, Newman," said the green stallion. He pointed at some of the Britannians. "Snow, Bowen, Newman, Shettler, help me capture that Eleven."

"Yes my lord," the four ponies said in unison before accompanying Sir Kolm in their pursuit of the blue stallion. The five Britannians flew faster than they ever flew before. Sir Kolm felt his lungs burning, and going by the strained breaths taken by his subordinates, their stamina was being pushed to the limit. Yet, they were falling behind; they might as well be flying backwards. The intruder showed no signs of fatigue or slowing down. Fortunately, some of the inner perimeter patrols spotted the chase and joined in. They headed off the intruder before he had a chance to advance further. The intruder made a hard 180 degree bank and flew towards Sir Kolm and his men.

"This is...our chance...to re...redeem ourselves," Sir Kolm said between breaths. The intruder suddenly turned at a right angle and made a downward plunge. Sir Kolm and his men dived after him. The intruder's wings worked in conjunction with the force of gravity to out accelerate his pursuers.

"Halt!" The outer perimeter guards complied with Sir Kolm's command and slowed their descent. "That fool is moving too fast to pull out of that dive," he assured his men. "I've seen it before in training accidents. He won't pull..." Sir Kolm was stunned into silence when the intruder made a hard 90 degree turn just a few feet off the ground. "...out...of...that...dive?"

The intruder glided just above the surface along the street. Out of nowhere, a Britannian attempted to sideswipe the intruder. The intruder pitched up at the last movement and narrowly dodged the Britannians. The other members of the inner perimeter patrols never could get as close as the first one. The intruder was only caught off guard. He maneuvered around the other Britannians coming at him from the intersecting streets with the grace and fleet footedness of a humming bird.

Sir Kolm shook his head to snap himself out of the shock of seeing the intruder fly circles around Darlton's best airborne troops. "Well...what are ya...waiting for," he said to his men. Sir Kolm shot upward and then towards a roof with a makeshift radio tower and shack as fast as his wings would carry him. They landed next to the shack. From a window, they could see a horned stallion inside the shack manning a cumbersome radio set. Sir Kolm barged in and said between breaths. "We...h...have a... breach of security. An intruder with blue fur flew pass our border patrol and is heading towards the Viceroy Palace. Contact General Darlton and inform him the threat could be there at any second."

"Any second? Just how fast do you think this intruder is g..."

"Just do as I say, soldier!"

The horned stallion tensed up and saluted. "Yes, my lord." His horned glowed with a light hue; the same light hue surrounding the tuning dial of the shortwave radio. The dials were adjusted telekinetically as the receiver sparked and crackled. The horned stallion used his telekinesis to tap the Morse code straight key wired to the shortwave radio.

* * *

><p>Darlton was staring at a picture on his desk in a melancholy gaze. He had taken a break from relearning how to write. After weeks of practice, his lips had enough dexterity to be legible, but his penmanship was akin to that of a kindergartener learning his ABCs as his letters were drawn in block form and with jagged lines. The picture was a portrait of him in human form. The only indication that the pony and the man in the picture was one in the same was the gaping scar running from the right side of his forehead, through the bridge of his nose, and ending between his nose and left cheek, and his light brown hair. He was in the center of the picture with his rather large family of adopted sons. Thoughts of them back in the homeland dogged him. Among those thoughts were the fear that he would never see them again. Even if he could make it back, how would he recognize them? Darlton laughed at himself for forgetting about his prominent facial scar. Maybe it was a blessing that he got the hideous thing. If he couldn't find them, then maybe they could find him.<p>

Darlton was ripped from his introspection by hooves frantically pounding on his door. He opened the door to a young private. The horned stallion was in a panic.

"General Dalton, sir," he said in a panicky voice, "an intruder broke through our perimeter and is heading straight for the palace."

"How many of them?" Darlton asked?

"Just one, sir," the private answered.

"Run to the motor pool as fast as you can and track down Warrant Officer Kururugi. Tell him about the intruder and that the Viceroy and Sub-Viceroy are in the rooftop villa."

The private saluted. "Right away, sir," he said before galloping to the motor pool.

* * *

><p>Euphemia and Cornelia were lying down on a picnic blanket together. Euphemia was grazing on the dew-drenched lawn while Cornelia watched apprehensively.<p>

Euphemia stopped feeding for a moment and gave her sister a concerned look. "Sis," Euphemia asked, "why aren't you eating breakfast?"

"That's the villa lawn, Euphie," said Cornelia. "When you said don't bother to bring food and that there was some already here, this wasn't what I had in mind."

"You said we should do what we can to conserve food and now that we're ponies..."

"But that's our villa lawn. Couldn't you eat some vegetables?"

"The royal physicians said grazing is perfectly normal."

"It's *grass* Euphie." Cornelia went stiff and began looking around. "You don't hear that?"

"Hear what, sis?"

"Someone else is here." Cornelia got up and scanned the villa for trespassers.

"Hey there," the voice from above called out. Cornelia jump back and diverted her eyes to the source: the blue winged stallion floating above them. "Which one of you is Euphemia?"

Cornelia gritted her teeth and snorted. "You again! My men didn't beat enough sense into you the last time."

The intruder chuckled. "Well, my teacher always said I was hard-headed."

"Viceroy, Sub-Viceroy" said a voice from above, "you must go back inside the palace, immediately. An intruder broke through the perimeter." Darlton landed next to Cornelia.

"We're already aware of it, Darlton," said Cornelia staring at the blue stallion.

Darlton, upon seeing the blue stallion, launched himself into the air, pulled out his knife, and lunged at the intruder. Darlton tried to graze him at such an angle as to cut the intruder as he passed by. The intruder shifted position and kicked Darlton in the ribs. The blow knocked the knife out of Darlton's mouth and forced him to make a crash landing on the villa lawn.

"Will you ponies please stop trying to kill me!" The blue stallion yelled. "As I was saying, I need to speak with Princess Euphemia." The blue stallion looked straight at Euphemia. "Are you her?"

Euphemia nodded her head. "I am. What do you want from me?"

The blue stallion landed and bowed to her. "I'm sorry for barging in your highnesses, but this is of the utmost importance." The blue stallion's ears pointed towards the back. He looked over his shoulder and saw a mundane stallion with a gold coat, brown mane, and a shield on his hind quarter.

"Step away from the viceroy and sub-viceroy and lay down on the ground or else I'll have to use force."

The winged stallion took to the air and hovered twenty feet above them. "I know this looks bad and all, but I'm only here to talk to Princess Euphemia. Besides, you can't reach me from up. You'll only embarrass yourself if you..." Before the winged stallion could react, the mundane stallion sprinted across the villa, leaped in the air, spun around in mid-air like a top and kicked the winged stallion in the gut. The intruder fell tumbled along the ground and came to a stop at Euphemia's front hooves.

"Oh man," said the winged stallion, "Never saw an earth pony jump that high before." The winged stallion yelled in pain as the mundane stallion stood on his wings and front legs.

"You're under arrest," said the mundane stallion.

"Excellent work, Warrant Officer Kururugi," said Darlton who was struggling to get back on his four feet.

Euphemia ran to the side of the winged stallion. "Suzaku, I order you to release him at once."

"Disregard that order, Warrant Officer," said Cornelia.

"Viceroy, this man may be here on behalf of the Elevens to negotiate a peace settlement. We should at least here him out."

"Tell me, Eleven, on whose behalf are you here?" Cornelia asked in a voice dripping with derision.

"I already told you-I'm not an Eleven and you're no longer a Britannian."

Cornelia rolled her eyes. "That stupidity again. Quit wasting my time and just answer the question."

"I come on behalf of the Tokyo Elders."

"Heh, those nobodies," said Cornelia disdainfully. "The Tokyo Elders have no authority worth mentioning. Warrant Officer, take this knave and toss him in a cell with the rest of the Elevens after he's been branded."

"Suzaku, don't you dare do that to him."

"But, the viceroy said..." Suzaku was conflicted over whose order to follow.

"Are you reprimanding my orders...right in front of me!"

"Viceroy, I mean no disrespect," Euphemia said in a submissive voice. "All I'm asking for a show of good will to the Elevens and Honorary Britannian still loyal to the Empire. Obviously, they're determined to find a peace resolution, and this young man's desperate action is proof. I only ask that you do not dismiss them so easily."

Cornelia silently contemplated Euphemia's request. "I suppose we can use a messenger to relay our demands. Suzaku, take him to the palace holding cell. You can speak with him between iron bars, sub-viceroy."

"What about letting him go?"

"I will, eventually, but for the time being, he can wait in his cell."

* * *

><p>Kallen looked through her binoculars at yet another lightning strike; this one landed in the center of the blue X's.<p>

"Did we hit?" Inoue asked.

"Yeah, we hit something," Kallen nodded, "our own formation."

The Black Knights let out a collective groan. "We're been at this for two days now," said Sugiyama, "and we're still not making accurate hits."

"I don't we can," said Kallen. "I'll tell Zero that the lightning strikes will have to be made before any advancement. It'll be no different than what they used to do back in those old battles. Both sides would shell each other before sending in infantry. We're just going to have to do the same."

"Kallen," said Sugiyama with a worried tone in his voice, "we have company."

Kallen looked in the same direction as Sugiyama. There were hundreds of winged ponies heading in their direction. Kallen's whole body tensed up; her wings opened up in preparation that she may have to use them to flee if this mob of ponies were Britannians. But upon closer inspection, they wore clothes with the Geass symbol and the sword through the center of the birdlike shape-the emblem of the Black Knights.

The flock of winged ponies stopped and hovered just above the clouds. One by one, they cautiously landed; many of them poked and inspected the clouds.

One of the winged Black Knights stepped forward. He had the wind-up alarm clock that Zero found tied around his neck. "Which one of you is the Airborne Division Commander Kozuki Kallen?"

Kallen spoke up. "I'm Kozuki Kallen. What do you need?"

"I have instructions from Zero," he said as he pulled out a rolled up sheet of paper. "U iuys mide," he said with his mouth full. Two of the winged Black Knights unrolled and held both ends of the paper.

Kallen silently read over the instructions. "He wants me to do what?" Kallen looked at the messenger. "I have to train *all* of them?"

The stallion nodded.

"Do we need that many Black Knights kicking clouds?" Inoue asked.

Kallen shook her head. "The training isn't for making lightning; it's for moving clouds. Not only do we have to train the recruits, but also to gather up enough clouds to block the skies over Tokyo by sunset five days from now."

"We're taking back the Settlement already?" Sugiyama asked.

"Zero said specifically it's for a separate mission."

* * *

><p>"Okay, you may leave now." Euphemia ordered Suzaku. The princess and honorary Britannian were in the murky depths of the palace sub-basement where the holding cells were. Apart from the pair of candles Euphemia and Suzaku brought, there was no light in the prison. Behind iron bars was the blue winged stallion.<p>

Suzaku glanced at the detainee and back at Euphemia. "But my lord..."

"It's Euphie, remember," Euphemia interrupted Suzaku.

"But, Euphie, the Viceroy might not approve of me leaving you alone with the prisoner."

"I'll be okay, Suzaku. He can't possible do me any harm."

"Just don't get any ideas about letting him go."

Euphemia raised an eyebrow. "What makes you think I'd go against my sister's orders?"

"It's not that; it's just that we don't know anything about this person."

"I said I wasn't going to hurt your princess," the blue stallion said defensively.

Suzaku ignored the prisoner. "Just watch yourself and don't do anything that might get you hurt." Suzaku slowly climbed up the stairway.

"They didn't provide any light for you?" Euphemia asked the prisoner.

He shook his head. "Not so much as a used up candle."

"I'll order the guards to provide you with illumination."

"Thank you, your highness."

"What is your name?"

The blue winged stallion laughed loudly. "Except for Yamato, you're the only pony as of late that's bothered to ask me that. Name's Kumo Sorato, but you can just call me 'Sorato'."

"Please to make your acquaintance, Sorato. I apologize for your rough treatment."

"It's no problem, your majesty. What's important is that we stop the fighting."

Euphemia gazed at the dirty prison floor. "I wish I knew how, but my sister has no intents of calling a truce."

"But why not? You're all ponies now. Maybe I'm wrong, but when you stopped being Britannians and Japanese and became part of the same herd, you lost your reason to fight. Even back when you were human, those old squabbles weren't worth killing over anyway."

"I'm afraid it isn't that simple, Mr. Kumo. We're not in the same herd, as you put it. My sister, the Viceroy, thinks she can retake Japan."

"But she can't. The ponies in this giant castle of yours are outnumbered."

"I know that, but the Viceroy sees things differently. But mostly, she's terrified. She's terrified that if she did surrender, the Japanese would overrun the Settlement and slaughter us. We Britannians have treated the Japanese badly and some of it is projecting our behavior and way of thinking on the Japanese, but some of it is also the knowledge that we hurt them badly enough that revenge isn't out of the question."

Sorato held his head down. "It wouldn't the first time a pony got revenge on another pony." Sorato picked his head up and forced himself to smile for the down-hearted princess. "If I can't stop this war, then maybe I can do what I can to reduce casualties on your side. I'll talk with Yamato and convince Zero to keep his ponies from going too far."

A smile crept on Euphemia's face. "Thank you, Sorato."

Euphemia came back upstairs where Suzaku was waiting on her. "So," Suzaku asked, "how did your peace talks go."

Euphemia sighed. "Not well, I'm afraid. We weren't smart enough to come up with a solution."

"This may be a situation that doesn't have an easy solution. We could have one, but that would expecting too much from someone like Zero."

"Suzaku?"

"Yes, Euphie?"

"Doesn't the Ashford family run a boarding school in the Settlements?"

"Yes, they do. Why did you ask?"

"I was wondering if you could make arrangements to obtain hard copies of the student records for me."

Suzaku tensed up. "Why would you want student records?" He asked.

"Why would you want to know?"

Suzaku averted his eyes from Euphemia's. "It's just that getting a hold of those at a time like this would be difficult."

"As sub-viceroy, they can find the time for me." Euphemia began to eye Suzaku suspiciously. "You look nervous. Are you hiding something from me, Kururugi Suzaku?" Euphemia circled around Suzaku and looked him in the eyes. Suzaku turned away from Euphemia and avert his gaze from hers. "Well?" Euphemia pouted.

"Actually..."

* * *

><p>Kallen landed on the roof of the Black Knight's headquarters. The previous four days have taken their toll on Kallen. Her mornings started with the head-splitting sound of the wind-up alarm clock that Zero sent; the wind-up alarm clock she had to keep tied to her neck as she slept in the clouds; the wind-up alarm clock that woke her up at four in the morning as per Zero's instructions. Three eighteen-hour days explaining to dull-witted recruits the same set of instructions on how to move clouds over and over again; another eighteen-hour day yesterday and most of today directing traffic for those same dimwits. These last few days left her with bags under her eyes and a head-splitting migraine. Just off the coast of Tokyo was the massive cloud formation waiting for Zero's orders. Kallen went through the rooftop entrance and headed to the main office.<p>

When she entered, she was greeted by Zero and four other ponies: three stallions and one mare. The stallions consisted of one rather old horned pony with a thin, receding white mane and iris colored coat. The horned stallion was also chubby around the waist. The second stallion was a mundane with a blue, spiky mane and a raspberry-colored coat. The one single mare in the group was also a mundane. She had a short brown mane and a fuchsia coat. The last stallion was a winged pony with a short green mane and majorelle blue coat. This winged pony wore a pair of glasses and had a vertical scar running from his right cheek to his forehead with his right eye bisecting the scar.

"Kallen, is that you?" Zero asked. He was, for some unknown reason, wearing a blindfold.

"Yeah it's me," Kallen replied. "Why are you wearing that thing for?"

"Never mind the blindfold; what is your progress so far?"

"On schedule, but barely. If you only knew half of the crap I went through training these rookies..." Kallen intently studied the new ponies. "So, who are these guys and why do they get a private audience with you?"

"I'm Ryōga Senba," said the elderly horned stallion. "This is Kōsetsu Urabe, Nagisa Chiba, and Shōgo Asahina." As he was calling out their names, Ryōga pointed to the mundane stallion and mare and the winged stallion, respectively.

"You're The Four Holy Swords?" They gave a silent nod to Kallen's question.

"They've requested our assistance," said Zero, "in freeing Tohdoh Kyoshiro from his confinement inside the Settlement penitentiary. And with Tohdoh the Miracle Worker, the only officer in the Japanese Defense Force to defeat the Britannians in battle, on our side, our victory against Cornelia will be assured."

Ryōga Senba, the elderly horned stallion, stepped forward. "Are you the Kozuki Kallen that Zero spoke of?"

"I am," said Kallen.

Ryōga bowed to her. "We're grateful to you for literally moving the heavens to rescue Tohdoh."

"Zero, can we talk in private?"

"One moment, please," said Zero. His horn started glowing, but nothing moved. However, Kallen did feel something bush against her. Then, the doorknob glowed and turned on its own. Zero was walking around his desk when Kallen spoke up.

"Shouldn't you take off your blindfold before you hurt yourself?"

"No, I'll be okay. Follow me, and we'll talk in private." Kallen did as Zero requested and followed him out of the room and to the opposite end of the hall. "So, what did you want to talk about?"

"Zero, I'm not downplaying Tohdoh's abilities, but we're risking a lot for one man."

"The rescue party will only consist of you, me, Inoue, Sugiyama, Shōgo Asahina, and four other winged Knights."

"But what about the Britannians finding out about the weather control powers?"

"They won't. The cloud is large enough so that no one will see our winged troops moving them and we don't begin operations until sunset."

"But even so, we're risking more people than rescuing."

"Remember what I told you about making decisions that will accomplish the mission with minimum loss of life? This rescue is one example of such a decision. We don't need Tohdoh to take the Settlement. We have more than enough manpower for that. But having Tohdoh on our side means the difference between a war of attrition in which we win only because we have troops left alive and a carefully orchestrated campaign where we take far fewer casualties to accomplish the same goal."

"But we have you to lead us."

"Thanks to the loss of sakuradite-based tech, real time communication during battle is impractical, and I can't be in more than one place at a time. Tohdoh's military skills are comparable to my own. He'll be able to act independently during battle. This'll be important for attacking on multiple fronts."

Kallen sighed. "I'll do it, but it's still asking a lot. And I don't like the idea of you coming with us. You're the last person that I want to risk on a rescue mission."

"For you to succeed, I must come."

* * *

><p>Kallen, Inoue, Sugiyama, Asahina Shōgo and four other winged Black Knights waited on a street running straight towards the Settlement and standing side by side in two columns. They were bound together by rope tied to the makeshift harnesses around their necks. Rope leading from the four corners of a canvas was tied around the waist of the four winged recruits in the back of the team of ponies. The sun has set, and the recruits were moving the cloud as Zero instructed. As the cloud moved across the night sky, even the meager light from the stars and first quarter moon was blotted out. Sugiyama held his hoof in front of his face and couldn't see it.<p>

"I hope this is dark enough for him," he said.

"How the hell are we going to rescue Tohdoh when we're practically blind?" Inoue asked.

"Hey Asahina," said Kallen, "why was Zero wearing a blind fold?"

"Don't know," Asahina answered. "When we first came, his eyes were okay, but the next day, he was wearing that blind fold. He also seemed rather prideful. We offered to help him around, but he refused."

"We'll talk about it later," said Kallen, "I think I hear him coming." A pony was trotting down the street, and his hoofsteps were growing louder until they stopped right behind them.

"I hope the tarp is secured," said Zero.

"I made damn sure it was," said Kallen. "No way am I taking a chance in losing our leader."

"Good," said Zero. "I'll take the lead. Any tug on your harness would be me using telekinesis to point you in the right direction."

"You four in the back; I'm kicking your asses if Zero falls. Got it?"

"Yes ma'am," the recruits said in unison.

Lelouch tugged on the reigns with his telekinesis. The team slowly lifted off. The lack of visibility and fear that they may drop Zero caused them to creep at a snail's pace. Zero pulled on the reigns at an angle. "Tilt a few degrees and climb until I let off the ropes." They followed Zero's command and made a low angle climb. "Okay, this is high enough for now."

"How can he tell our height in the da..."

"Please be quiet Aki, before you get us killed." Lelouch said to the recruit.

"Sorry," said Aki.

After a drawn out fifteen-minute long flight, the team of winged ponies landed in the prison yard. It was still completely dark save from candles and torches. The prison spotlights had their bulbs replaced by a flame holder, which gave the spotlight beams a pulsating glow.

"Make sure to stay out of those spotlights," Zero commanded, "but don't stray too far."

"Don't you need our help?" Kallen asked.

"I have collaborators counted amongst the prison guards. They will be the ones to assist me." In reality, Lelouch was planning on using his Geass on the guards and having them lead him to Tohdoh.

* * *

><p>Tohdoh Kyoshiro was stirred from his sleep by a hoof nudging his shoulder. It was the guard that kicked him in the side awhile back. He had a kerosene lantern in his mouth.<p>

"What's the matter? Not enough hours in the day to be a pest?" He didn't respond. Tohdoh huffed before lying back down on his prison bunk. "Whatever you plan on doing, hurry it up so I can get my sleep. Better yet, go ahead and finish me off? My life is worthless."

"In that case, I'll claim your life for myself." It wasn't the guard that spoke, but rather another person who was standing just outside of the cell; someone whose voice was electronically distorted.

"Zero?" Tohdoh climbed out of his bunk and peered into the darkness where he caught the outline of a horned pony. The figure stepped into the lantern light.

"Tohdoh Kyoshiro -the only Japanese, who seven years ago, brought the mighty Britannian forces to their knees in defeat."

"You mean Itsukushima? You want me to perform a miracle for you as well.

"That was no miracle. It ended in victory because it was based on excellent intelligence work. That's why I want you."

"I pledged my loyalty to General Katase. Now that he is dead, I wish to die too."

"Don't be a coward!"

What!"

"Your loyalty is not to General Katase, but to all of Japan."

"And what use am I to Japan when I am like this?" Tohdoh held out a hoof.

"Since the Night of the Transformation, the balance of power has shifted in our favor."

"Are you planning on stampeding the Britannians, Zero?" Tohdoh asked mockingly.

"In the land of the blind, the man with one good eye is king. Though both sides have been diminished, the Britannians have bore the brunt of it. And without technology for the Empire to project its powers beyond its borders, the liberation of Japan is assured."

"Then what do you need me for?"

"Even without technology, a drawn-out siege would cost the lives of many Japanese. Cornelia's soldiers are highly trained and, more importantly, experienced as opposed to our forces of new recruits. However, with you in my corner, our odds of having a clean, decisive victory greatly improve. In short, if you join me, I won't have to win by burying the Britannian under a mound of Japanese corpses."

"And victory against Britannia is guaranteed...because of the loss of technology?"

"A good strategist makes use of the situation, and ours is not an exception to that rule."

Tohdoh, impressed by Zero's words, dropped his stoic demeanor and cracked a smile.

* * *

><p>Tohdoh was greeted to a hero's welcome, at least by his four closest compatriots. Ryōga Senba, Kōsetsu Urabe, and Nagisa Chiba waited on the road where they took off. When the team of winged Black Knights landed, they hastened to Tohdoh's side and greeted him.<p>

"It's good to see you again, sir," said Urabe.

Nagisa was staring at two vertical marks burned into Tohdoh's hindquarter. "Did they do this to you?"

"Yes," Tohdoh answered, "and they call us 'barbarians'."

"I swear they'll pay for what they did, sir!" She swore.

"There's no need to get upset," said Tohdoh. "Save your anger for the battle ahead."

"So, we're helping Zero, sir?" Asahina asked as he was being unhitched from the team.

Tohdoh nodded. "We have a common cause. I see no reason why not."

"That's all I need to hear sir," said Asahina. "My place is at your side." The other Four Holy Swords nodded in agreement. Asahina then said to Kallen, "that Zero of yours is a clever man."

Kallen had a puzzled look on her face. "What brought that on?"

"You didn't notice. He used his telekinesis like a bat using sonar."

"Oh, is that why Zero was wearing the blindfold? So he can practice seeing with his telekinesis?"

One of the rank and file Knights spoke up. "Just like how a dolphin uses echolocation, right?"

_ I've managed to obtain one of the two chess pieces I've been looking for_, thought Lelouch as he watched the Black Knights conversing with Tohdoh and the Four Holy Swords. _And since the pilot of the Lancelot is a virtual non-entity without his Frame, the only one left is Suzaku. He'll be Nunnally's protector, and Nunnally will give him a reason to live_. Even since his encounter with Mao, Lelouch has known about Suzaku's death wish, his desire to obtain absolution for murdering his father at the cost of his own life. Seven years ago, when Suzaku was ten, the Britannians invaded Japan. His father, the late Japanese prime minister Kururugi Genbo, called for do-or-die resistance. When Suzaku could not dissuade him from declaring all-out war, he stabbed Genbo under the childish notion that his death would prevent the war. Since that terrible day, Suzaku sought a hero's death that would wash the stain of that terrible sin from his soul, albeit with his own blood. However, if Suzaku became Nunnally's protector, Lelouch reasoned, then his sister would be kept from harm's way and Suzaku would be saved from his path of self-destruction.

* * *

><p>Euphemia galloped at as fast as her four legs could take her through the Knightmare motor pool beneath the Asplund compound. In the center of the compound were Cornelia, Lloyd, Cecile, and Nina, who were gathered around the Lancelot.<p>

"You can't be serious, viceroy," Lloyd complained. "Without the third power plant, the Lancelot..."

"Will still be more than adequate for our needs. I don't like putting our eggs in one basket. The next two power plants will be placed inside my spare Gloucester. Having two Knightmares at fifth generation level capacity is better than counting on one seventh-level Knightmare as our primary defense. And see about training another pilot for the Lancelot."

"Your majesty," Cecile pleaded, "I can't think of anyone more loyal to the Empire than Suzaku."

"Not to mention piloting a Knightmare with only foot pedals and your mouth is even harder than it sounds," said Lloyd. "Warrant Officer Kururugi is the only one I know of that could pull it off."

"Fine," said Cornelia grudgingly, "I'll hold off replacing Kururugi for the time being." Cornelia noticed her sister running towards them. "We'll discuss this later. Now leave us." Lloyd, Nina, and Cecile complied with Cornelia's orders.

Euphemia was panting for air after her exhausting run. "Where's...Sorato? She spoke before taking a deep breath. "What did you do with him?"

"You mean that so-called messenger of peace sent by the Elevens? He's taking Tohdoh's place in prison."

Euphemia's eyes opened wide. "Tohdoh's place?"

"Didn't you hear? Zero broke him out of prison last night; right out from under our noses under the cover of darkness."

"You can't believe Sorato had anything to do with it?"

"Why shouldn't I? Just because the guard that helped Zero kept tightlipped and denied everything right until he was executed? Your peace envoy was feeding information to Zero's spies hiding within our ranks while tugging at your heartstrings."

"And you're convicting him without a fair hearing?"

"Why not? We're in the middle of a war, and I have that right, but I'm giving him one chance. If he survives having his wings amputated, I'll let him live as prison labor."

Euphemia shook her head in disbelief. "No, you can't. None of the prisoners ever survived the procedure."

"Only because the surgeons were using their mouths, but now that some of them have learned telekinesis, they need test subjects to regain their skills."

"Please Viceroy I beg of..."

"Quiet! I've made my decision!" Cornelia turned her back on her sister. "There will be no more discussion on the matter. Now leave. I'm preoccupied at the moment."

* * *

><p>The sun just set and the world was once again drowning in darkness. A portion of the massive cloud that blotted out the moon and stars last night still lingered. The Settlement prison, this time, was illuminated more brilliantly than before as a precaution against another prison break. One of the various lights moved across the prison block. Princess Euphemia and a winged prison guard trotted through the halls. The guard held a kerosene lantern in his mouth while Euphemia kept a picnic basket in hers. The guard stopped and set the lantern he held in his mouth down. "I'm not getting in trouble for this, am I, your majesty?" The prison guard asked Euphemia.<p>

"Not at all," Euphemia reassured the guard who was, with some considerable trepidation, following her orders.

"I don't mean to sound as though I am questioning your commands..."

"But you don't wish to place your princess in danger by escorting her around a prison in the middle of the night," Euphemia finished the rest of the guard's sentence.

The guard nodded. "That's correct."

"I'm sorry to ask such a favor from you, but that Eleven betrayed our trust, and I wish to personally teach him a lesson."

"Yes your majesty," said the guard before picking up his lantern. At the end of the hall was Kumo Sorato. Because the electronic locking mechanism no longer functions, his cell doors were held shut by chains and lock. He was lying on his belly with a chain running from the wall to a collar around his neck. His face was partially concealed behind trembling fore limbs. All that was visible was bloodshot eyes staring through the iron bars. He moaned in agony. When the guard came close enough that the cell was fully illuminated, Euphemia then noticed a pair of vertical marks seared over his hindquarter symbol.

Euphemia closed her eyes so as to calm herself after seeing what happened. "Corporal," she addressed the guard, "I was wondering if you would like to have the rest of my dinner? I had plans to finish it, but I don't feel particularly hungry right now, and it would be a shame to let perfectly good food go to waste."

"Your majesty, I couldn't..."

"Are you refusing a gift from royalty?"

"No, your majesty, I would never."

Euphemia nudged the picnic basket. "Then help yourself."

The guard cautiously opened the basket flap and slowly stuck his muzzle inside. Suddenly, Euphemia leaped up and fell on his head. The guard struggled to free himself but in a matter of seconds, he became weak, sluggish. He eventually went limp and collapsed.

Sorato lifted his head to get a closer look through the bars. "What did you do to him?"

"The basket's stuffed with rags I soaked in Chloroform," said Euphemia. "He's only unconscious." Euphemia rolled the guard over and removed his keys from his saddlebag. After opening the lock around the bars, Euphemia unfastened Sorato's neck restraint. "Can you get up?"

"You shouldn't be doing this," Sorato pleaded. "If you get in trouble..."

"I'm already in trouble. I assaulted the guard while breaking you out. So, don't let my efforts go in vain. Now, please try standing up." Sorato gritted his teeth struggling to keep from screaming out in pain. "I should have brought some medical supplies. I didn't know what I was thinking."

"If you were thinking, you wouldn't be doing this."

Euphemia undressed the guard and tossed the uniform on Sorato. "Hold still," said Euphemia. "If we go out a different route, the other guards might not notice the difference." Euphemia helped Sorato get dressed in the guard's tattered uniform. "You must hate us for we've done to you."

"What do you mean by 'us'?"

"I mean Britannians."

"I'm pissed off at those ponies that burned me, and I'm not exactly fond of your sister. I'll admit to that. But why would I hate ponies that never did any harm to me?"

"You're a better man than most."

"Even though I hate your sister?"

"After what she did to you, I can't blame you." Euphemia then gave Sorato an envelope. "If you make it out alive, give this to Zero. It probably won't stop the war, but we may be able to prevent a massacre."

"I'll do what I can."

* * *

><p>Sir Guilford had the sorrowful duty of escorting Euphemia into the throne room to answer for her crimes against the crown. The former sub-viceroy had ankle chains on her fore and hind legs. Standing on the other side of Euphemia was Darlton. Both men kept their eyes glued forward. They could not bear to witness how far the younger Britannian princess has fallen from grace. The three stop in front of the throne where Cornelia was waiting. The viceroy's hair was in an upheaval, uncombed and tangled. Her head hung down. The only moment she made was her heavy breathing.<p>

"Why Euphie? Why did you?"

Euphemia had butterflies in her stomach. The much older sister, who was sometimes like an aunt to her, was demanding an explanation for the most blatant acts of disobedience she had ever committed. The young princess felt sick to her stomach and was afraid of vomiting if she tried to speak.

Cornelia tilted her head up and glared at her sister with the eyes of a wounded and enraged animal. "I asked you 'why did you betray me'."

"I wasn't betraying you, sis. I was trying to make peace with the Japanese and to save as many Britannian lives as possible."

Cornelia rushed across the room and struck her sister in the face. "NO ONE ASKED YOU TO!" Cornelia struck Euphemia again and again. "THAT'S YOUR EXCUSE FOR STABBING YOUR OWN SISTER IN THE BACK!" Euphemia tucked her head underneath her forearms trying to shield herself from the onslaught of hooves beating down on her.

Guilford grabbed hold of Cornelia. "Mi lady, please calm down!" He and Darlton piled on top of the viceroy. Then, Cornelia's horn started glowing. An invisible force shoved Euphemia and knocked her on her back.

"IT WASN'T YOUR RESPONSIBILITY! IT WAS MINE! YOU HEAR ME! MINE!" Cornelia stopped struggling against the two stallions. "It was my burden to bear; not yours." She said in a calmer voice. When they were certain the viceroy's rage had subsided, Guildford and Darlton stopped pressing their weight against her. Cornelia took deep breaths to calm her nerves, and when she was finally at ease, she got back on all fours with her head tilted down. "Get her out of my sight!" Cornelia ordered while still looking down. "Lock her in her room and don't let her out!"

"Yes, mi lady," said Dalton. They hurried Euphemia, who had cuts and bruises all over her, out of the throne room.

Once they left the room, Cornelia collapsed on all four knees and sobbed over her sister's betrayal.

* * *

><p>One month later<p>

Rain clouds had upstaged the rising sun and draped the sky in dreary grays and the ground in millions of frigid droplets. Cornelia and thousands of Britannian troops, mostly winged ponies, stood on the top level. All of the levels were barricaded by a wall of junk and refuge and topped with sharpened sticks and poles as the first line of defense against the invaders, who surrounded the Settlement. They filled the streets from the base of the Settlement to halfway across town. With exception to the side of the Settlement facing the river, siege towers constructed from left over cars and timber were evenly placed around the perimeter.

Darlton landed next to Cornelia. "So, you decided to let Kururugi pilot the Lancelot?"

"I had no other choice. There wasn't time to undo the modifications and train a horned soldier to pilot it, and Kururugi is the only person who's prolific with those foot pedals. I had trouble just steering that antique Frame with those damn things."

"What about your Gloucester?"

"Earl Asplund needs three more days before it can be ready. Plan A is to keep them at bay until the refits are finished and then Warrant Officer Kururugi and I can lead the assault against Zero and drives those savages back to the slums."

"What about Euphemia?"

"You may not like what I'm about to tell you, but your mission is to take the first opening presented to you and to get Euphie as far as away from here as possible. Tie her up. Gag her. Drug her if you have to, but get her to safety. I'll send for you if we are successful."

"But mi lady!"

"I don't want to hear any objections from you."

"But what about my men?"

"Guilford will take your command."

"But..."

"He can't fly. You can. Your number one priority is to save my sister. Take as many men as you need to carry her. And Darlton?"

"Yes mi lady."

"Don't let anyone know what Euphie did. And make sure Euphie keeps her mouth shut. Father won't be as forgiving as I am. If word gets out she help free a prisoner, she'll be executed."

"I understand, mi lady."

"Viceroy! General Darlton!" Sir Guilford cried out as he ran at a full gallop towards Cornelia and Darlton. "We may already be under attack."

"What are you talking about, Guilford?" Cornelia asked.

"Our intelligence managed to eavesdrop on two-way radio transmission from the Chinese Federation. According to the broadcasts, the winged ponies are able to walk on the clouds and even control weather. They claim that they moved clouds from one location to another and brought rain to desert land."

"Are you that gullible? What you're saying is impossible. It must be some sort of prank." When Darlton finished berating Guilford for his 'naiveté', the rain ceased.

It was then a terrifying epiphany overcame Cornelia. She tensed up; her eyes opened wide. "Fall back to the lower levels!" She screamed at her troops, but it was too late. Dozens of lightning bolts came crashing down on them. Hundreds of Britannian ponies lay dead-electrocuted in the first volley.

* * *

><p>I hope you enjoyed <em>Rebel Against the Night<em>-"Battle for Tokyo Part II The Calm Before the Storm". What happened to Villetta Nu and what happened to Sorato and Euphemia's message to Zero? Find out in Chapter 5 of _Rebel Against the Night_-"The Battle for Tokyo" Part III-The Birth of a Nation."

I want to thank Lord Xaos and the other posters at for their suggestions. I would also like to think a friend of mine from the anime club that I frequent. He knows more about military history than I do and he helped me considerably.


	5. Chapter 5: The Battle for Tokyo Part III

Rebel Against the Night

By

CrossoverManiac

Code Geass is owned by Sunrise, Inc. My Little Pony: Friendship is Magic is owned by Hasbro and created by Lauren Faust. This is a fan-based work not intended for commercial purposes.

* * *

><p>Chapter 5: The Battle for Tokyo Part III-The Birth of a Nation<p>

Villetta Nu trotted to the tent in the center of the cavern and made her way inside. "You wanted to see me, sir?" Villetta asked as she went in and saw, much to her disgust, Night Fire holding Cinnamon Delight in an embrace and nibbling on her mane.

"Oops! Sorry about that," Night Fire apologized. "I completely forgot." He then spoke to Cinnamon. "Can you take a rain check? I have business to attend to."

Cinnamon Delight nuzzled up to Night Fire. "Do I have to? I've been looking forward to this all day." Cinnamon Delight gave Night Fire deep open mouth kisses. "It's been lonesome this whole week without you."

"This won't take long. I promise."

Cinnamon pouted. "Oh alright," she said with a disapproving frown.

Night Fire led Villetta to the edge of the underground cavern away from the others. "You've been giving some of your fellow ponies the brush-off."

Villetta looked confused. "What do you mean I've been brushing them off? Who told you that?"

"I saw it myself. You go out of your way to avoid Sunset Forever, Nightingale Blue, Moon Lotus, Silver Lake, and even poor Cinnamon who only wants to be your friend. Funny you keep your distance away from those particular ponies. Is it the Japanese accent?" Villetta inched away as Night Fire invaded her personal space. "Well?"

"It...it takes some getting used to. You know what I used to do before I joined the herd. I was trained as an honorary knight to put down Eleven uprisings..."

Night Fire bit into Villetta's ear and yanked. She yelped out in pain. "Keep in mind one of the ponies you'd disrespected just happens to be my lover." Night Fire took a deep breath and calmed down. "You should know better. The princess commands us to forget about our past life and that includes those silly ape grudges. Now be a good pony and do what you are told, Moonlight Blossom."

* * *

><p>Flashback<p>

"Oh don't be afraid, ma'am," said Nathan with that same overly friendly, unsettling smile. "I told you last night, she won't hurt you. In fact, she wants to help us." Then Nathan, Greg Finney/Night Fire, Cinnamon, and all of the other ponies bowed to the mist, which formed the shape of a ghostly, transparent apparition. It was twice as tall as a pony. In fact, apart from the horn and wings, it was more horse than pony.

"Behold, a real princess-Nightmare Moon," said Night Fire.

"Hello," the apparition greeted Villetta. "Have you come to join our herd, my little pony?"

"Your herd?" Villetta stuttered. "I don't understand."

"Why dear," said the apparition while it seductively wrapped its tail around Villetta, "I'm the one who blessed you with your pony body." Had fear not frozen her in place, Villetta would have killed this phantom with her bare hooves. This 'thing' had admitted to being the culprit, the one who had robbed them of their human form. Worse, it considered this act of mutilation to be a 'blessing'.

"And now you have a choice, Honorary Knight of Britannia," said Night Fire, "you can either join us; be a member of the herd..."

"Or?" Villetta asked.

"...leave. We won't hurt you if you say 'no'." Villetta didn't like the look on Night Fire's face nor the tone if his voice. The malevolence beamed out from his crocodile smile, and she had seen what their 'princess' was capable of when she attacked that mob of Elevens. She then realized they wouldn't have to do anything to her. Even if Night Fire kept his word and let her go, it would be a death sentence in and of itself. The Elevens would do his dirty work for him. _'A choice'? What a joke! The only choice is to bow down to this monstrosity or die._ Death before dishonor was a code that all Britannian soldiers, knights especially, swore to uphold. Villetta was no exception-she was duty bound to take her chances and...or maybe not. Not only does she know Zero's identity but also the existence of this new menace to the Empire. She had a duty to live long enough to pass on this vital information even if it meant pretending to be one of these traitors.

"Villetta, you don't really want to be a Britannian knight, right, not after what they've done to us?" Nathan said. "Become one of us, instead."

Nightmare Moon said, "Night Fire has experienced, first hand, how far your royalty has failed you." She nudged Night Fire on the hind leg.

Night Fire pointed to the scar running up and down his neck. "You see this?" Villetta nodded her head in response to Night Fire's question. "My fellow Britannians and I spent days fighting for our lives as we fled the base at Shizuoka while being picked off by the ponies that we used to victimized before our transformation." Night Fire solemnly lowered his head down. Cinnamon Delight nuzzled up to him as her way of saying she bore no ill-will towards him for his part in the occupation. "When we made it to the Tokyo Settlement, I thought we were finally safe. I was wrong. For whatever reason, one of my men claimed he was the only one in our group who was Britannian and told the Viceroy that the rest of us were terrorists. Maybe he didn't lie as much as overstated a fact. One of the terrors revealed himself and stabbed a soldier. The next thing I knew, Cornelia gave me this." Night Fire pointed again to the scar on his neck. "Our 'beloved' princess didn't even bother to sort through the wheat and the chaff. Only a hoofful of our division made it out alive. I, myself, was wasting away from a blood infection." Then Night Fire's face lit up. He smiled warmly at Nightmare Moon. "But then, this noble being, far more regal than our piss-poor-excuse-for-a-princess Cornelia, healed me and even granted me the privilege of being her high priest." Night Fire then turned his attention back at Villetta. "Tell me, honorary knight of Britannia, will you serve Viceroy Cornelia even though she has abandoned you?"

"No, I won't," said Villetta as she lowered her head in an act of false humility, "Britannia has forsaken us. Why should I serve the very nation that left me to die?"

The ponies stamped their feet all at once causing Villetta to back away and cringed. "Oh don't be afraid," Night Fire said with a hit of amusement in his voice. "They were giving you a standing ovation. That's how ponies clap. Consider this your first lesson."

"A lesson in what?" Villetta asked.

"The Equestrian way, of course" said Nightmare Moon. "I have brought you into a culture that has lived in peace for thousands of years...that hasn't known the terrible conflicts that inflicted your world." Her starry mane caressed Villetta's head. "But you couldn't help yourselves. You are the product of your violent ape nature and a violent ape culture. And who was it that led your kind...who was responsible for teaching you right and wrong? Other apes...even more violent than those they ruled over. They encouraged you to quarrel amongst yourselves. But I am here to take care of you."

Villetta fought off the urge to tell Nightmare Moon off. _The nerve! How dare she talk down to us! Doesn't she know humans are not created equal? How dare she make no distinction between those inferior people and Britannians?_

"But first," said Nightmare Moon, "you must discard your old way of life. My subjects are forbidden to speak of their past lives. I wish for them to only look forward to our glorious future. You must rid yourself of all past attachments, including your name, which you may only use when the wild ponies walk amongst us until," Nightmare Moon spread out her wings and revved up on her hind legs, "the time comes for me to take control of this world and bring about a glorious reign, and I will be loved and adored by all my subjects."

Night Fire looked over Villetta. "Take off your clothes."

Villetta looked indignantly at Night Fire and shied away. "I can't do that!"

"You shouldn't be ashamed of the gift Nightmare Moon has blessed you with," said Cinnamon Delight.

"You have a beautiful pony body now," said Nightmare Moon, "you shouldn't hide it behind those rags."

Villetta gave in and pulled off what little she had on. Night Fire looked her over and shook his head. "Daggers for a cutie mark?" He said disdainfully. "I suppose it should be expected from a knight of Britannia."

Villetta glanced back at the image of two daggers crossing each other on her flank. "Is that what you call that? 'A cutie mark'?" Villetta asked in a disgusted tone of voice.

"The term takes some getting use to, I know. Well anyway, a cutie mark is an indication of a pony's calling in life. It signifies what makes them special." Night Fire pointed to the chain on his flank. "This cutie mark is a symbol of the ties that bind me to my princess. Going by your cutie mark, I suppose your special talent is," and then he frowned, "murder."

"...or she could be a guard," said Nathan/Barnstormer. "Come on Night Fire, give her a chance."

Night Fire sighed. "I guess so. Now that we found your place in our herd, it's time to give you a proper pony name."

Villetta could barely hide her disgust. _Not this again,_ she thought._ It was bad enough being called 'Chigusa' by that Eleven pervert._ "Is that really necessary?"

"It is!" Nightmare Moon shouted. For a cloud of mist, she was solid enough to crack the cave floor with one stomp of her ethereal hoof. "I don't want anything from your past ape lives polluting my herd!"

Not wishing to upset Nightmare Moon further, Villetta capitulated. "Forgive me, your majesty. I will change my name as requested."

Barnstormer jumped up and down. "Night Fire! Night Fire! I have a good pony name for Villetta."

Night Fire smiled at his comrade. "Let's hear it."

"Moonlight Blossom because she's as pretty as a flower blooming in the moonlight."

Villetta looked as though she just got through sucking on a lemon. It didn't help that the other ponies thought this spectacle was adorable, either. There were 'ooh's' heard all over the camp.

Nightfire raised a hoof for his proclamation. "And so it shall be," he proclaimed. "Dead, dead is the ape Villetta Nu."

"Dead, dead is the ape Villetta Nu," the ponies repeated.

"In its place is the earth pony, Moonlight Blossom."

"In its place is the earth pony, Moonlight Blossom."

"Welcome to the herd my dear," Nightfire grinned.

End of Flashback

* * *

><p>When Night Fire was finished scolding Villetta and went back to his tent to finish some important 'business', Barnstormer came out from behind a tent where he was hiding and looked at Villetta with sympathy in his eyes. Villetta noticed and scowled at the indignity of being pitied.<p>

"Did anyone tell you it's impolite to eavesdrop?" Villetta asked with derision in her voice.

"I'm sorry, but I was worried about you. Night Fire can get carried away some times. He takes being Nightmare Moon's high priest very seriously. I hope you don't stay mad at him." Villetta, without so much as a 'goodbye', trotted passed Barnstormer. "Hey wait up! Why are you in such a hurry?"

"Guard duty, remember? Night Fire assigned me to security because of some stupid symbol stamped on my ass."

"You mustn't say such things. If Nightmare Moon or Night Fire heard that, they'd...they'd," Barnstormer stuttered, "...it wouldn't be very pleasant!"

"Speaking of Nightmare Moon, where is she? I haven't seen her since day before yesterday."

Barnstormer then said in an excited voice. "Oh, she's gathering sakuradite for her plans to remake the world."

Villetta looked perplexed. "I thought she gathered all of the sakuradite already."

"Only on this planet. Nightmare Moon is retrieving sakuradite throughout the solar system."

"And what is this 'plan' she has in mind?"

"She's turning Earth into another Equestria. It will be just like the kingdom she once ruled."

"If Equestria was such a wonderful place, then why did she come here?"

"I don't really like the way you worded that question," said Barnstormer with a concerned look on his face, "but I'll tell you. Nightmare Moon had a jealous older sister named Celestia. She bewitched the other ponies into hating Nightmare Moon, who only wanted to live in peace with her elder sister."

"And this 'Celestia' pony drove Nightmare Moon out of Equestria?"

Barnstormer shook his head. "Nightmare Moon was powerful enough to defeat her sister, but the battle would have devastated her kingdom. Rather than sacrifice the lives of her subjects, Nightmare Moon left Equestria of her own accord," Barnstormer said with considerable admiration in his voice. However, Villetta was a bit skeptical, which was apparent when she rolled her eyes while Barnstormer relayed the story told to him by his princess. "I don't know of any Britannian nobleman who would even spit on a commoner if he was on fire let alone surrender power for their sake."

_And I seriously doubt your Nightmare Moon is any different. God, you're gullible._

* * *

><p>Villetta was stirred from her sleep by a pair of familiar voicing chanting. She climbed out of her pile of hay and walked toward the source of the racket. It was Ohgi, in pony form, and Barnstormer shaking their hoof at each other.<p>

"Rock, paper, scissors," the two stallions repeated in unison over and over again.

"What the hell are you two doing?" Villetta said demanding an explanation for disturbing her much needed rest.

"I'm here to save you from this Britannian, Chigusa," said Ohgi before going back to repeating the mantra.

"Her name is Moonlight Blossom," Barnstormer objected, "Chigusa is an ape name, and I'm a pony, not a Britannian...rock, paper, scissors...rock, paper, scissors."

"Don't you dare disrespect the Japanese by calling our names 'ape names'...rock, paper, scissors... rock, paper, scissors..."

"My name is Villetta Nu." The two stallions pay no mind to Villetta's pleads. "I'm an honorary knight of the Holy Britannian Empire. Stop making me something that I'm not...AND YOU IDIOTS NEED HANDS TO PLAY ROCK-PAPER-SCISSORS!"

"Chigusa, don't be negative. Otherwise, the miracle won't happen." Ohgi and Barnstormer continued their rock-paper-scissors battle.

"Miracle?"

"The miracle that will let me win you back, Chigusa."

"No way," said Barnstormer, "if anyone's getting a miracle, it'll be me and Moonlight Blossom." It was then an apparition, glowing hot white, manifested itself between Ohgi and Barnstormer. "You see," said Barnstormer proudly, "I told you my future bride and I was destined for the miracle."

Ohgi waved his hoof at Barnstormer. "You pretentious jerk! Who said the miracle was for you, anyway?"

The ghost-like figure molded into a human form and dimmed until the visage of Jeremiah Gottwald was unveiled. He was exactly the way Villetta remembered-a trim, fit man with tan skin and short blue-green hair parted to the left. The regal purple coat with gold trim and gray shoulder pads, trousers, gray knee-high boots, and white gloves that Jeremiah sported was the uniform of a margrave, the rank Jeremiah held before his public disgrace and humiliation at the hands of Zero. Jeremiah grimaced at Villetta and folded his arms over his chest.

"I haven't been dead for six months, and you've already turned traitor," Jeremiah said shaking his head.

Villetta galloped to Jeremiah's feet and bowed to him. "Lord Jeremiah, you don't understand."

"Oh I understand alright. You're a coward. Dishonor before death in your book, I suppose."

Villetta shook her head vigorously. "I'm only staying alive in order to deliver vital intelligence to the crown on the identity of Zero and on Nightmare Moon and her cult." Tears rolled down her cheeks. "Lord Jeremiah, please believe me. I would never do anything to sully your good name."

"Nothing but excuses," Jeremiah said before turning his back on Villetta and walking away. "It was a mistake sponsoring you for knighthood. You four-legged bastards can have her."

"You heard him." Ohgi then bit Villetta by the tail and said with her tail between her teeth. "He said I can habe Chioousa."

"He said Moonlight Blossom's mine!" Barnstormer raged. He bit her mane. Villetta felt as those she was being pulled apart by the two jealous stallions.

"I don't want to be with either of you," Villetta cried out. "I hate you both! I despise you!" Suddenly, she was back in her hay pile. One of the unicorn guards was standing over her.

"It's time to wake up, ma'am," he said. "We have a busy day ahead of us." The unicorn guard moved on to the next sleeping pony.

"What a horrible nightmare," Villetta said before she noticed the angry glares directed at her. "I meant I had a bad dream. I wasn't talking about the princess." The other ponies went back to their daily routine, though some still had a sour look on their face.

Villetta climbed out of the hay sack and brushed off the strands tangled in her fur. She just realized it's been a month and a half since she 'joined' the herd. Her mind wandered back to where she used to live before she was dragged into this insanity by Night Fire and his dear princess. _I wonder, how the Britannians in the Settlement are faring since I was last there._

* * *

><p>Guilford galloped as fast as his four legs could carry him. <em>Princess Cornelia has to be told. We may already be in danger.<em> Guilford changed direction upon seeing his princess and General Darlton surveying the perimeter and maintaining a vigil over the horde of Black Knights that were the verge of launching an attack against the Settlement.

"But...", General Darlton objected. Guilford was close enough now to overhead Darlton and Cornelia's conversation.

"He can't fly," said Viceroy Cornelia. "You can. Your number one priority is to save my sister. Take as many men as you need to carry her. And Darlton?"

"Yes mi lady."

"Don't let anyone know what Euphie did. And make sure Euphie keeps her mouth shut. Father won't be as forgiving as I am. If word gets out she helped free a prisoner, she'll be executed."

"I understand, mi lady."

"Viceroy! General Darlton!" Sir Guilford cried out as he ran at a full gallop towards Cornelia and Darlton. "We may already be under attack."

"What are you talking about, Guilford?" Cornelia asked.

"Our intelligence managed to eavesdrop on two-way radio transmission from the Chinese Federation. According to the broadcasts, the winged ponies are able to walk on the clouds and even control weather. They claim that they moved clouds from one location to another and brought rain to desert land."

"Are you that gullible? What you're saying is impossible. It must be some sort of prank." When Darlton finished berating Guilford for his 'naiveté', the rain ceased.

All of a sudden, Cornelia tensed up; her eyes opened wide. "Fall back to the lower levels!" She screamed at her troops, but it was too late. Dozens of lightning bolts came crashing down on them. Hundreds of Britannian ponies lay dead-electrocuted in the first volley.

* * *

><p>Just beyond the edge of the Settlement, Lelouch's malevolent laughter rang through C.C.'s ears. She and the Britannian prince stood on top of one of few relatively intact skyscrapers in the ghettos and observed the carnage that has befallen their adversaries.<p>

"Is it really that funny, Lelouch?" C.C. asked.

"Why not?" Lelouch asked rhetorically. "It's a time to rejoice. As the old order of Britannia comes crashing down, the new order, the gentle world that I will create, will come to fruition."

"And must you be so melodramatic?"

"You've been with me long enough to know the answer to that question," said Lelouch. White forks of blinding light danced to the rhythm of a thousand thunderclaps. The incandescent glow seared into C.C.'s retina. The immortal mare rubbed her eyes and averted her stare from the visual overload. However, the afterimage still flashed in her field of vision.

"I warned you not to stare too long," Lelouch scolded C.C.

"I regenerate, you know," C.C. said defensively. "Even if I was blinded, it wouldn't last very long."

An eerie haze slowly materialized around the edge of the top level. As the lightning attack progressed, the haze formed into a halo-like fog. The air became putrid.

C.C. snorted and fanned the air away from her face. "What's that stench? It smells like an electrical fire."

"That smell is from ozone created from the lightning."

A few minutes after the start of the attack, Lelouch telekinetically waved a large red and green checkered flag. A moment later, the lightning barrage ceased. Almost instantly, almost every winged Black Knight on the ground took to the air and swarmed the top of the Tokyo Settlement superstructure. Their stingers were metallic blades bound to their fetlock by rope, belt, or electrical wire. The collective shadow cast by the flying Black Knights cloaked the Tokyo Settlement in a foreboding darkness. At the same time, another flock, even more numerous than the first, descended from the clouds. Lelouch then looked through his binoculars. From his vantage point, he could see bodies littering the ground. Whiffs of smoke floated up from some of them. The winged Britannians still alive did not come out unscathed. Some groped around running into buildings and into each other. The ones that weren't temporarily blinded by the lightning were in a state of panic darting around the top level in all directions. The Britannians' airborne troops were no longer a coherent group, which made them easy prey for the Black Knights. The dazed and confused Britannians were being cut down by the invading forces. Blood and bodies rained down on the Settlement.

"The first phase of my plan is coming along smoothly," Lelouch gloated. "It won't be long before we overwhelm Cornelia's forces stationed on the High Ground Level. And while Inoue and Sugiyama are taking care of the High Ground Level, Kallen and Shogo Asahina's forces will work their way down the from sector H and I starting from the top level through the Office, Transport, and Lifeline Levels so that Tohdoh and his ground forces can have safe passage to the Low Ground Level. Once there, they'll force their way in through the ground level entrances and access tunnels." He then levitated a blue and yellow checkered flag with green borders, where the two colors mixed together on the fabric, just over the edge of the building. Lelouch then pulled his mask over his muzzle.

"Then why did we waste time building those siege towers and trebuchets?"

"They're a diversion from our true plan of attack."

"So, they're just there for show?"

"Not if my initial assault fails. My diversion can double as my plan B, though against a fortress like the Tokyo Settlement, it isn't much. We'll talk about it later. Our escort will be here any moment."

A contingency of nine Black Knights consisting of eight recruits ascended from the street level below carrying one mundane pony in the same tarp used in the rescue of Tohdoh from the Settlement penitentiary. When they got close enough, C.C. recognized the mundane pony being airlifted. It was Ohgi. He kept his eyes shut until they landed. Ohgi let out a rather loud sigh of relief when his hooves made contact with the roof.

"Where are we going?" C.C. asked as the winged Black Knights landed.

"To set up our base of operations," said Lelouch. _But more importantly, I'm going to be with my sister, Nunnally. We have been apart for far too long."_

* * *

><p>Sitting down with his foreleg knees on a table and his hooves under his chin, Sorato watched the Black Knights' support personnel pulling wagons full of supplies and weapons up and down the street with an occasional wounded soldier being taken to be treated by medical personnel. A unicorn walked in from one of the adjacent rooms. She had a curly mane that was purple with pink highlights and a yellow coat of fur. She took note of Sorato's downhearted disposition.<p>

"It's sad, isn't it? After everything you've done, they're still trying to kill each other."

"Don't remind me, Meadow Prancer."

"Hey! No real names during covet missions, So-ra-to," Meadow Prancer said.

"Give me a break will ya? I'm not a stickler for protocol like you."

"I can't believe the princess put up with you being so blasé when it comes to following orders," Meadow Prancer pouted before remembering that her partner needed cheering up. "Look Sorato," she said as she placed a comforting hoof on his shoulder, "I don't think anypony could have done a better job than you. Try to take solace in that."

Sorato shook his head. "That's not good enough for me. I'm not satisfied with shrugging my shoulders and saying 'I did what I could, oh well'."

"If you insist on assigning blame," said Meadow Prancer, "then you should look no further than that stupid unicorn working for Zero."

* * *

><p>Flashback<p>

"Okay, Mikami, this have better be important," Tamaki bellowed.

The horned recruit lead Tamaki and several other Black Knights to a room whose windows were boarded up and with only one way out-the heavy solid wood door with a chain and lock running through the hole for the doorknob and through the space between the wall and a metal pipe and back to the lock. The horned recruit turned the combination, and both it and the chain fell to the floor. Inside the holding cell was Sorato, who was lying on the floor still weakened by his ordeal in the Britannian prison. The blue winged stallion kept a hoof on a brownish orange envelope.

"Are you the bozo that broke in to see Zero?" Tamaki asked.

Sorato forced himself up while keeping a hoof on the envelope and nodded. "I didn't break in, but to answer your question-yes, I'm here to deliver a letter to your leader. It's a life-or-death situation."

The recruit pointed at the envelope. "He had that on him when we took him into custody."

Tamaki pressed a hoof against his forehead. "And you let him keep it? You people are so dense. Take it from him."

"No wait! That letter is for Zero's eyes only," Sorato pleaded in vain as the horned guard yanked the letter from beneath his hoof.

"Zero's a busy man," said Tamaki condescendingly. "He doesn't have time to waste on you. Open it and let me have a look," Tamaki said to the recruit. The young pony opened the envelope and then suspended the letter in mid-air for Tamaki to read.

"I said that letter was for Zero." Sorato was about to snatch the letter away if not for the other Black Knights pushing him away.

"Platoon Commander Shinichirō said Zero was too busy to deal with you," said a winged mare.

"You tell him Nagisa," Tamaki said haughtily before turning his attention back to the letter. "It says, 'Zero, leader of the Black Knights,'. Hand writing's a lot better what I've seen lately. 'Zero, leader of the Black Knights, this is Princess Euphemia le Britannia. I know, from our past dealings, that you do not trust me.' Well, no shit we don't trust you Britannian bastards. 'As proof of my sincerity, please remember the villa. If you are the man that I think you are, this will hold meaning to you. I would like to make arrangements to begin peace negotiation between the Holy Britannian Empire and the Black Knights. It is my hope that we can avert any undo bloodshed. P.S. I'm writing from the student council club house. I met someone who I haven't seen in eight years. She's happy that I stopped by and visited.' Damn Britannian. She's got a lotta nerve trying to play mind games with Zero. Burn this trash."

Sorato tried to snatch the letter back but this time was physically restrained. "But why? Why won't you let Zero read it?"

"Look here, buddy. We're one step away from kicking the Britannians out of Japan, and I won't let any slick-talking Brit noble play on Zero's sympathy and talk him out of taking the Settlement." As Tamaki was talking, another horned recruit held a lighter beneath the letter. In seconds, it was consumed by a yellow flame that worked its way up and was reduced to a pile of ash. "Now, throw this bootlicking honorary Britannian out."

End of Flashback

* * *

><p>Sorato pulled himself away from the window and galloped out the door. Meadow Prancer followed after him. "Hey wait up! You're not going back out there are you?"<p>

Sorato said as he stretched out his wings, "why not? I might be able to get around Zero's goon squad in all of the confusion."

"But your injuries..."

"...are completely healed."

"But you don't have a message to deliver to Zero."

"I'll relay the message verbally."

"If you insist on running off and getting yourself killed," said Meadow Prancer, "I'm coming with you."

Sorato shook his head. "No can do. You'll slow me down.

Meadow Prancer stomped the floor. "Absolutely not. I've been letting you go it alone, and it's almost got you killed...twice." She then pointed to the vertical scars running across his cutie mark. "Not to mention *that*."

Sorato took a deep breath and exhaled. "Oh all right," he said, "but make yourself useful."

Meadow Prancer rolled her eyes. "When don't I?"

* * *

><p>From the safety of the lower levels, Cornelia, Darlton, Guilford, one horned Britannian, and a handful of winged Britannians witnessed the terror of hordes of Eleven barbarians ascended to the top level of the Tokyo Settlement and, as one coherent unit, cut down what was left of her airborne forces. Not even thirty minutes into the battle and Zero already has the upper hand.<p>

"There must be thousands of our soldiers dead in this sector along?" Darlton lamented.

Guilford shook his head. "It can't be much more than ten thousand that made it to the lower levels. There is probably more taking shelter in the structures above, but they won't last long against Zero's forces."

Cornelia stomped her hoof on the ground. "We had a quarter of a million stationed on the top level. That was most of our flight capable troops."

"Mi lady," said Guilford, "it may be prudent for us to go deeper into the lower levels. There's nothing left that we can do."

Cornelia nodded. "Corporal?" Cornelia asked the one horned Britannian in the group.

"Yes, your majesty," said the horned Britannian.

"It'll be your duty to lead us to the auxiliary command center on the Transport Level."

The horned Britannian nodded. "Yes, your majesty."

Cornelia, her high ranking officers, and a handful soldiers descended into the murky abyss that was once the industrialized hub for the Tokyo Settlement.

* * *

><p>Rivalz never imagined it would be like this. He envisioned the students treating gymnasium full of injured soldiers, dressing gaping wounds and changing blood-soaked bandages. Instead, there was only one stricken soldiers, burned and twitching from the all of his synapses firing at once after being overloaded with a high voltage charge, amongst the many that sought shelter from the lightning storm. When it came to lightning, it's hit or miss when it comes to survival-most living things struck by lightning dies, especially when said living thing is in contact with a conductor like rain water. About ten Britannian airborne soldiers managed to find shelter inside Ashford Academy gym. Rivalz was tending to the one who managed to survive being hit, probably because he was far enough away from the lightning strike that most of the charge didn't make it to him. The double doors slung open, and Baron Alexander Franklin stormed in from the hallway.<p>

"Just what the hell happened?" The baron yelled. "Why aren't you at your post?"

"Lightning bolts, my lord," said one of the soldiers, "a thousand lightning bolts struck all at once."

"Don't lie to me. Go back out there or else I'll have you executed for dereliction of duty."

"I saw it myself, my lord," Rivalz said as he bowed before Alexander. "I'm treating him for electric shock." Rivalz pointed to the soldier lying on a mat still suffering from muscle spasms. Suddenly a scream broke out. A female mundane backed away from the door and quaked in terror.

"They're here!" She cried out. "The Elevens are here to kill us all." She fell down on all four knees. "We're going to die. We're going to die. We're going t..."

"Shut up, you idiot!" The baron screamed at the young mare. Drops of sweat dripped off Franklin's brow. His legs trembled, his heart raced, and the hair on both his mane and coat stood on end. "You there!" He said to Rivalz. "Round up the students and defend this position."

Rivalz glanced back and forth between the baron and the wounded soldier he was treating. 'But what about..."

"Who cares! Get those students right now!"

"It's okay," said one of the winged soldiers, "we'll take care of him. Just do as Lord Franklin commands."

"Yes, sir," said Rivalz. As Rivalz exited the gym, Baron Franklin quietly slipped out the door. A moment later, Rivalz and the other students galloped down the hall, but before they reached the gymnasium, a multitude of winged Black Knights smashed through the stained glass windows lining the hallway and through the side doors. They were armed with blades of various lengths and designs bolted to leather buckles wrapped around their fetlocks.

"Stop where you are," Inoue yelled out. She had taken the lead and was the first in the building. Rivalz spread out his wings and launched himself at Inoue, but she shifted her weight to the side. She reached out and waited for Rivalz to fly into the blade. Fortunately for Rivalz, at the last moment, a luminous aura enveloped the Britannian student and yanked him out of the way before Inoue could land the finishing blow. However, the same couldn't be said of the other students who followed Rivalz' lead. There was no last second rescue or close brush with death. In seconds, the Black Knights cut them down. Some of the horned students put up more resistance and was able to fend off their attackers with telekinesis. The Black Knights that were facing off against the horned students were in a tug-of-war with auras that was either forcing them down or trying to snatch away their weapon. One student even managed to knock a winged Black Knight into the others and sent them crashing down on each other.

"Stop," Lelouch commanded. "I expressly told you to avoid violence." His horn glowed with the same aura that surrounded Rivalz.

"Easier said than done," said Inoue, "we're being attacked." Zero fought to keep his emotions in check, to keep from giving away any bonds he had with these students. The Black Knights haven't secured Ashford Academy yet, and the air is already fowl with the stench of freshly spilled blood. In the short time they were here, seventeen of his classmates were cut down in his hallway alone, and there were students still fighting.

"Stop fighting!" Milly yelled to the students who were still resisting. "There're too many of them. I said 'stop'!" With a considerable about of hesitation on their part, the other students followed Milly's command. The hallway grew silent. "Zero," Milly called out from the other side of the hall, "do we have your word that no one else will be harmed?" The melancholy that had Milly in its grip since the day of the transformation has ceased. Her focus was on keeping the students alive.

"You can't trust him," Rivalz, who was still telekinetically pinned to the ground, cried out.

"Zero, you gave the order not to use violence. You could kill us all if you wanted to. Is that correct?"

Zero nodded. "I can guarantee your safety as long as you don't offer resistance and attack my Black Knights." Zero then addressed the other students and pointed down the hallway. "Drop your weapons and gather into the gymnasium."

"You heard Zero," said Milly. "Everyone, do as he says. You too Rivalz."

"Okay Chief," Rivalz huffed. Once he was sure Rivalz would comply, Lelouch loosened his hold on him.

"What the hell happened?" Ohgi asked as he limped inside.

"Some of the students tried to be heroes," said Inoue. "We didn't have any choice but to defend ourselves."

"None the less, I don't want any more civilian casualties," said Lelouch. "Ohgi, I'm leaving you in charge. Take care of those bodies and treat them with the upmost respect. I have some important business I must attend to."

* * *

><p>Nunnally sat in her wheelchair waiting in the living room. There was no light except for window with the shades partially opened. The darkness didn't matter to the blind filly. What did matter to her was the well-being of her older brother who went missing since the night of the transformation. Despite the objections of her maid Sayoko, she wouldn't leave the student council club house where she and Lelouch lived. She had to stay here just in case Lelouch came home.<p>

"Hello Nunnally," a voice called out to her.

Tears streamed down Nunnally's face. "Big Brother! Is it really you?" Lelouch trotted over to her sister and nuzzled against her. "I missed you so much. Where have you been all this time, Big Brother?"

"I was visiting the ghettos when everyone was transformed. By the time I made it back, the Settlement entrances were sealed off." Lelouch pulled away from Nunnally and wiped away the tears. Lelouch took a good luck at his sister. Nunnally was a horned pony, as was Lelouch; and, just like Lelouch, her hair color and type remained the same. Her fur was Amethyst-colored, a lighter shade of violet than Lelouch's. Nunnally, as far as Lelouch could tell, was still blind and unable to walk. Lelouch remembered the night his mother was killed eight years ago while shielding Nunnally from an assassin's bullets with her own body. Though Lady Marianne took the blunt of the damage, some of the bullets managed to go all the way through her body and cripple Nunnally. Bearing witness to her mother's death traumatized Nunnally and induced psychosomatic blindness. It was not unlike abused children who repressed their memories of being molested.

"It's okay now. All that matters is that you're safe and that you've come back to us."

"'With us'?" Lelouch raised an eyebrow.

"Lelouch, you won't believe this, but Euphie came to see me about a month ago. She figured out where we were hiding. We spend the whole day talking about what we've been doing since we were sent to Japan, and she told me all about her job as sub-viceroy. Lelouch, what's wrong? Aren't you happy about seeing Euphie again?"

"Of course I am," Lelouch lied. _This isn't good. If Euphemia knows about Nunnally and I and word reaches the Japanese, we might be killed for being members of the royal family._ "Umm, Nunnally, did you get hurt during the transformation?" Lelouch changed the subject. It was a bit uncomfortable to think about what could possibly happen to them if word got out about being part of the royal family. Also, he had to make sure Nunnally wasn't injured during the ordeal.

"Well...um..."

"Don't be afraid to tell your big brother the truth. I can handle it."

"It was like my whole body was on fire, but you shouldn't worry. I'm fine now."

"Nunnally, I have to tell you something that is hard for me to say to you."

"What do you mean, Big Brother?"

"When I was in the ghettos, I was captured by the Black Knights. They're forcing me to stay with them. I was permitted to visit with you but for only a short while."

"But why? What do they want from you?"

"He wants to speak to you."

"Who?"

"Zero," said Lelouch as he pulled away from Nunnally.

Nunnally's horn glowed to life. She turned the wheelchair around and rolled forward. "Big Brother, don't go!" She called out while reaching out to Lelouch. Tears once again poured from Nunnally's eyes. "Please don't take Lelouch away from me! Please I beg of you! Why are you taking away my big brother?" Off to the side, Lelouch slipped back on the Zero mask and cape and activated the mask's built-in voice modulator.

"Nunnally Lamperouge, I presume," said Lelouch.

"Zero, is that you?" Nunnally's voice cracked in absolute terror. She took a deep breath and built back up her nerves. "What do you want with my brother Lelouch?"

"He is indebted to me. I found him wandering the ghettos and gave him sanctuary. In exchanged for my protection, he must make himself useful to me. I promise that no harm will befall him."

"Just like no harm came to Shirley's father," said Nunnally. "Her father was killed in Narita in the landslide you created." Lelouch didn't answer right away. "Well?" It was this event that started a chain of events that forced Lelouch to erase Shirley's memories of him with Geass.

"As a show of good faith, I will tell you a secret. I know your real name, Nunnally vi Britannia, as well your brother's, Lelouch vi Britannia. Both of you are children of the Britannian Emperor and his royal consort, the late Lady Marianne."

Nunnally gasped in shock. "But how? How did you know?"

"I have my ways."

"Will you kill us just like you killed my half-brother Clovis?"

"I will do no such thing. You were used as political pawns for your father's imperialistic ambitions. You and your brother are as much of a victim of Britannia as the Japanese people. I hold no grudge against you, but because others may not see it that way, you must continue keeping your identity a secret. I cannot protect you if word got out that you and your brother are part of the royal family. You must also keep silent concerning your brother's involvement in the Black Knights, as well. Do not even discuss this with your friends or ask the Black Knights about his well-being. Only a handful of my Black Knights knows of his existence and the few that do only knows him as a collaborator. If you ask too many questions, it will rouse suspicion. Your brother's life is in your hands, Nunnally vi Britannia."

"For my brother's sake, I'll keep it a secret."

"Good, and do not worry. He will come back to you. I, Zero, make this contract with you, Nunnally vi Britannia."

"What about Euphemia and Cornelia? Will you spare them? Zero, please tell me." There was no reply. "Zero?" All Nunnally heard were hoofsteps fading in the distance.

As Lelouch exiting the room, C.C., who was waiting outside, tailed him from behind.

"You didn't answer her question. Will you spare Euphemia and Cornelia?"

"I had planned to use them as hostages to lure the Emperor here, but without a means of transportation between Japan and the homeland, they're only a liability now."

"So I take it as a 'no'."

Lelouch grimly nodded. "The Britannians will be compelled to rally behind them now that they are cut off from the homeland. In the long run, they're more trouble than they're..." Suddenly Lelouch winched in pain.

"Are you okay?"

"I'll be fine," said Lelouch while holding his hoof against his left eye. "It's just a recurring headache that's been popping up at random for the last couple of days. Now, go back to Ashford Academy and help set up the new command center."

C.C. shook her head. "I'm staying with you. I'm not leaving your side no matter what you say."

"As willful as always," Lelouch fumed. "You're like a cat-coming and going as you please."

"Perhaps I should have gotten whiskers and claws instead of hooves." C.C.'s joke made Lelouch roll his eyes.

* * *

><p>Microwaves, flatscreen televisions, desktop towers, monitors, laptops, refrigerators, dishwashers, washing machines, dryers, printers, and many more devices of modern convenience rained down from the edge of the Settlement levels onto the surrounding army of Black Knights. These items, without a power source, were only useful as dead weight. The perimeter of the Settlement was a junkyard of broken appliances. Shattered glass from TVs, monitors, and microwaves crunched beneath thousands of hooves. An unfortunate horned Black Knight wasn't watching where she stood and a falling mini-frig landed on her head and cracked her skull. Blood stained the pavement and side of the appliance. Some mundane ponies took hold of her hind legs and dragged her out of range of the Britannians' attack, but it was too late for her. Another group of Black Knights, who strayed too close to the Settlement, was forced to scatter as a utility truck rolled off the edge of the Service Level and crashed. The broken body of a mundane stallion lay on top of the wreckage. A piece of rope was wrapped around his leg. When the Britannians rolled the truck off the edge, the stallion's leg was tangled up in the broken piece of rope and was pulled down with it. The top of the heap of metal was stained red.<p>

A couple of blocks away, another group of Black Knights, who were armored in a hodgepodge of aluminum siding, skillets, pans, and pieces of plywood bound by an assortment of rope and electrical wire, made their own attempt to penetrate the Settlement defenses. They had, in their possession, a trebuchet constructed from junk salvaged from the Old Tokyo ruins. The trebuchet consisted of a large pole held in a frame that pivoted on an axle running through the frame. The axle was closer to one end of the pole than the other making one side of the pole longer. The short side had a trough filled with dead weight for a counter balance on the end while the longer side ended in a sling, which was being pulled by a team of mundane and horned Black Knights. The team was connected together and the trebuchet arm by a chain running through makeshift yokes, constructed by whatever junk they could salvage, around their necks. Two winged Black Knights stood to the side and watched.

"Put your legs into it," Tamaki, who was pulling lead, yelled behind him. "We have to clear those Britannians away from the Lifeline Level before we can move the siege tower." The siege tower, in question, was about a quarter-block away. The nine-story tall skeletal frame structure rested on top of two flatbed trailers. It was an irregular trapezoidal structure -one side had a 45 degree slope while the other side was at a right angle. On the top was a long flap that acted like a drawbridge so that the siege tower can extend an additional four stories in order to reach the lower level of the Settlement.

"Didn't Zero say to wait before we start the siege?" A rather young horned stallion right behind Tamaki asked. He had a brown mane, tan coat, and wore a pair of spectacles that was held in place by rubber bands tied around the arms.

"Zero's going to give the order to attack soon anyway, Katsuragi," Tamaki said as he strained against the tension in the chains binding the team to the trebuchet arm. "We're just getting an early start."

"Technically, we're disobeying Zero in order to follow your commands."

Tamaki glared angrily at Katsuragi. "Technically, you need to shut the hell up," he said mockingly. Tamaki then noticed a thin pillar of smoke spiraling upward from the siege tower. "Why are you two just standing around gawking?" Tamaki yelled at the two winged recruits standing nearby. The shorter winged stallion had a blonde mane and blue coat while the taller winged stallion was the inverse of the shorter one with a blue mane and yellow coat. "Hurry up before our siege tower burns down."

The Settlement defenders, in addition to dropping appliances on the Black Knights, dropped flammable items on the structure. However, the heavy rain from earlier had shielded the tower with a layer of moisture. The rainfall has served the double purpose of not only conducting the charge in the lightning but also offered some level of fireproofing to the siege towers. Nonetheless, some of the winged Black Knights, like the two smothering the small flame on the siege tower with wet blankets, were assigned to fire control.

Suddenly, the support beam holding up the trebuchet's axle broke. The arm crashed into the trebuchet base. The team of ponies lost their balance and fell on top of each other from the back to the front.

"Dammit all to hell!" Tamaki yelled. "I thought I ordered you to check that thing yesterday, Katsuragi!" He said to the horned stallion behind him.

Katsuragi pressed his glasses against the bridge of his nose and spoke. "I told you that I didn't have enough time to check both our siege tower *and* trebuchet. You shouldn't have waited till the last minute to..."

"Don't talk back to me, newbie!" Tamaki tilted his head down and placed a hoof on his forehead. "Why is this happening to me? I'm destined to be the only one not to make it inside."

"May I ask what are you talking about, sir?" Katsuragi asked.

"All of the founding members of the Black Knights are already in the Settlement. Kallen's there. Sugiyama's there. Inoue's there. C.C.'s there. Hell, even Ohgi's there."

"So, where is Zero?" A feminine voice asked.

"At some Britannian school called Ashford Academy...wait a sec!" Tamaki stopped and scanned the area. "Who the hell said that?" Tamaki didn't recognize the voice.

"Yoohoo! Over here!" A horned mare with a curly, purple mane with pink highlights and a yellow coat of fur stood on the top of the pile of timber that was a trebuchet and waved to Tamaki. It was Meadow Prancer.

"Who are you? Are you a Black Knight, and if so, what..."

"I'm not with you dummies. I'm just here to find Zero for a friend of mine."

Tamaki kneeled down, leaned against the yoke around his neck, and, with his forelegs, pushed against it. "Is that so, huh?" Tamaki grunted as he pried the yoke from his neck. "Well, that friend of yours is going to be disappointed when you don't come back." Tamaki galloped towards the horned mare. He proved to be quite agile as he hopped over the wreckage without slowing down, but just he was about to pounce Meadow Prancer, the horned mare vanished in a flash of light. The shock of someone disappearing caused Tamaki to lose his balance and trip on a piece of lumber.

"Sh...sh...sh...she turned invisible!" Tamaki stuttered.

"No, I didn't, stupid," said Meadow Prancer, who was now standing next to the other Black Knights. "I winked out."

"'Winked out'? What the hell is that?"

"It's teleportation magic."

"That's a load of crap. There's no such thing."

"Just because you're too stupid to perform magic doesn't mean it doesn't exist."

Meadow Prancer teleported just as some of the other Black Knights tried to pounce her from behind. Because they were still hitched together, they toppled back to the ground when they pulled too far on their chain. She was now at the foot of the siege tower. "Thanks for giving me a way inside." She ran part of the way before teleporting to the edge of the drawbridge. Meadow Prancer took a running head-start, leaped off the siege tower and teleported onto the Lifeline Level of the Settlement with only a few inches between her back hooves and the edge. She waved at the Britannians guarding that level. "Yoohoo! I'm an Eleven, and I'm invading your Settlement."

The Britannians, most of whom were either too focused on the Black Knights on the ground or too busy hauling more junk to rain down on the invading army to notice Meadow Prancer until she was already on the Lifeline Level. They looked at each other and then back at Meadow Prancer who, from their perspective, somehow snuck into the Settlement. Then, one of the mundane Britannians, an older gentleman with a white goatee that clashed with his feminine hot pink coat of fur, jumped in front of the others and pointed at Meadow Prancer.

"Throw that Eleven trash back down with the others!" He ordered.

"Yes, my lord," the Britannian perimeter guard said in unison. The mundane and horned Britannians followed her on foot while the few winged Britannians fortunate enough to be assigned to the lower levels took flight. Meadow Prancer held off on teleporting away and looked above. A moment later, a blue streak cut across the Lifeline Level ceiling.

"Took him long enough," Meadow Prancer said between gasps for air before teleporting out of the reach of the pursuing Britannians.

Back on the ground, Tamaki laid dumbfounded on the wrecked trebuchet. The recruits whispered amongst themselves.

"Maybe one of us should check on him, Tomoya." The short winged stallion said to the taller one.

"You do it, Sunohara" the taller winged stallion replied. "I'm not getting yelled at."

"We can't leave him like this," said Sunohara.

"Okazaki, Sunohara," said Tamaki with barely contained rage that seethed beneath the surface, "I need an airlift."

"But don't we need the tarp for that?" Tomoya asked.

"Use your brain, Okazaki! We have plenty of rope. That'll do."

"You want to go up there...with all of those Britannians?" Sunohara squeaked. His knees knocked against each other as his legs quaked in trepidation.

"You morons, we don't have to. She and that friend of hers are looking after Zero. We'll head them at that Brit school. And when we do, I'M KICKING HER ASS!"

* * *

><p>Cornelia and the others trotted into the foreboding and dimly-lit emergency command center. The atmosphere of the room suited the viceroy's mood. Waiting for them were the command staff, which consisted of several prominent nobles. They studied one of the five maps of each of the Tokyo Settlement levels that, side by side, stretched across the length of the room.<p>

A mundane stallion trotted to Cornelia and bowed down to her. "Your majesty, we were terribly worried about you. We thought you might have..."

"Where's the sub-viceroy?" Cornelia interrupted.

"Over here, Viceroy." Euphemia called out from the darkness in the far corner of the room. Her horn illuminated that part of the room. She stared at the floor. Her hair was unkempt and tangled. "They didn't leave me behind."

Cornelia frowned upon setting eyes on Euphemia and looked away from her. A sigh escaped from her lips. "Darlton, pick four airborne troops and airlift the Sub-Viceroy to one of the islands off the coast after sunset."

"Yes, mi lady," said Darlton.

"No! You can't!" Euphemia objected. She ran to her sister's side. "I won't leave you behind!"

"Bind and gag the Sub-Viceroy if you have to!" Cornelia ordered. Euphemia, not wishing to be restrained, kept her mouth shut and laid on the floor. Her head tucked between her front legs. "Sector Q should be a relatively safe launching point. Am I correct?" Cornelia asked the mundane stallion.

"Yes, your majesty," he nodded. "Sector Q is in the center of Port of Yokosuka."

"That means," Cornelia said to Darlton, "you have a clear path between the Settlement and Oshima Island, though you may have to stop at the Miura Peninsula. And Darlton, don't forget our discussion." It was a reminder to Darlton that Euphemia's involvement in the escape of the Eleven prisoner was to be kept under wraps.

"I haven't forgotten, mi lady." Darlton said.

"Corporal," Cornelia said to the horned Britannian who lead them through the lower levels, "after you lead Darlton to Sector Q, you are to proceed to the Asplund compound with orders for Warrant Officer Kururugi to bring the Lancelot to the to the auxiliary command center."

* * *

><p>About a quarter of the way around the Settlement for Tamaki's group, Tohdoh watched and waited for the end of a one-sided battle. He was balanced on his hind legs looking through binoculars held between his fetlocks. The winged Black Knights swarmed the sides of the Settlement. The perimeter defense counted on the winged Britannian troops stationed on the Top Level to provide air support, but the lightning attack deprived them of their protection. They were now at the mercy of the Black Knights. The few winged Britannians were quickly dispatched. Blood poured from the dozens of cuts made by fetlock blades; a deep red mist accompanied each winged Britannian downward. A few lucky Britannians took a Black Knight or two down with them, but for the most part, it was the dead bodies of winged Britannians that lay on the ground. A moment after the Britannian airborne troops were neutralized, the angry swarm of winged ponies then fell upon the perimeter defense. They were bulldozed by the sheer number of Black Knights. Most of the Britannians that went off the edge were still very much alive. Tohdoh had to steel his nerves as he watched these ponies flailed their legs in mid-air as they plunged fifty stories down before smashing against the ground below. He then scanned the other floors as well. Here, too, were one-sided massacres of the outnumbered Britannian troops by the flocks of winged Black Knights. Seeing that everything was going according to plan, Tohdoh eased himself back on all four and looked over his shoulder to three of his Four Holy Swords.<p>

"Urabe, Senba, Chiba," Tohdoh yelled. "We have a gap in their defenses. Order your troops to advance to sector H and I."

"Yes, sir," the three said in unison.

A moment later, thousands of ponies, who was also donned the same junk armor wore by Tamaki's platoon, piled through the gap in the Settlement defense and into the lowest part of the Settlement. Some of them pulled broken down pick-up trucks with unexploded ordinances taken from their malfunctioned Frames and with huge barn fires burning in its beds. Others had piles of sharpened bamboo sticks tied to their backs.

* * *

><p>"Kozuki thinks we can clear away their perimeter defense in sector G and give the ground forces another opening," said Inoue as she, Lelouch, and C.C. exited the school grounds through the front gate.<p>

"She shouldn't be so impatient," said Lelouch. "I won't risk losing the opening we have already to gain more ground. We'll see how many of our air troops it'll take to hold our position before committing them to another engage..." Lelouch was interrupted when a brilliant light flared up in their path. C.C. jumped on top of Lelouch and braced herself for a possible attack. However, nothing happened. C.C. was still quite intact. She climbed off of Lelouch and saw, in the exact spot where the flash came from, Meadow Prancer.

"You two lovebirds should go somewhere private for that."

"Wha?" C.C. said before she realized the horned mare was making an off-colored remark about her being on top of Lelouch. "Didn't anyone tell you not to jump to conclusions?" If C.C. didn't have fur, her face would have been beet red.

Inoue positioned herself between Lelouch and Meadow Prancer. "Who are you people and what the hell was that flash of light?"

Meadow Prancer shook her head. "You ponies don't know anything do you?" She gloated.

Inoue raised a hoof that ended in a fetlock blade at Meadow Prancer. "I said tell us who you are." All of a sudden, a shadow cast from above passed over them. Inoue turned his attention to the blue pegasus landing next to Lelouch. Inoue was about to take off and attack the intruder; but before she could strike, Lelouch forced Inoue to the ground. Her fetlock blades stuck into the dirt. "What was that for?" Inoue asked.

"That won't be necessary," said Lelouch. "He's an annoying pest, but otherwise harmless." Inoue cautiously folded back her wings. "Still being a nuisance as always!" Lelouch sneered.

"What about her?" Inoue asked as she pointed to Meadow Prancer.

"I'm with the annoying but harmless pest," said Meadow Prancer.

"As much as you enjoy scolding me for not following your pacifistic philosophy, I don't have time for it now."

"I'm here to deliver a message from Princess Euphemia le Britannia."

Lelouch looked over Sorato and noticed the two vertical stripes branded over his cutie mark. Lelouch raised an eyebrow and said mockingly, "A message you say? You mean the brand seared into your flesh?" Sorato averted his eyes from Lelouch. "You've been in their prisons, haven't you? And even after suffering under their brutality, you still speak on their behalf?"

"I'm not just here for them. I'm trying to make peace for everypony."

"Are you some sort of masochist? How many wounds..."

"It was Princess Cornelia's idea to brand me, not Euphemia's."

"How many wounds must Britannia inflict upon you before you realized it's a worthless dominion unfit to be saved?" Lelouch turned his back on Sorato. "Inoue, C.C., we don't have time to waste on these fools."

"She said she wants to negotiate a peace settlement with you."

"And if Euphemia was viceroy, that would mean something," Lelouch replied as he continued to trot away.

Sorato then yelled out, "and she said for me to ask you about the villa." Lelouch stopped in his tracks. "She said if that meant anything to you, then you are the pony she thinks you are."

_The villa? Did she mean the Ares Villa?_ The Ares Villa was where Lelouch and Nunnally lived with their mother Lady Marianne before they were exiled to Japan to serve as political hostages eight years ago. "Did she say anything else?"

"She said something about being at the student council club house and that she was visiting someone there she haven't seen in eight years." Sorato noticed that Lelouch was tensed up. "Does any of this hold any meaning for you?"

"You've said enough already. Now leave."

C.C. took Lelouch to the side, just out of earshot of Inoue, and whispered into Lelouch's ear. "She knew about you and Nunnally being alive and figured out that you were Zero, but she still kept it a secret. Do you still have plans to kill Euphemia?"

"I don't know," Lelouch said just high enough for C.C. to hear.

Meadow Prancer watched Lelouch, Inoue, and C.C. trot off. "Well, you delivered your message. Let's call it a day and get the hay out of here." Sorato didn't reply. "Hey Sorato, aren't you paying attention?" Sorato was staring off at a distant tower centered on the High Ground Level. "Yoo hoo! Sorato!"

Sorato unfurled his wings. "We can't leave yet. We can't leave until I check on Euphemia."

Meadow Prancer's eyes bulged out. "Are you crazy?"

"She risked everything to save me!"

"And it'll be for nothing if you get yourself killed."

"And what's the point of saving my life if I do anything useful with it?"

"You can't be serious?"

Sorato looked sternly at Meadow Prancer. "Do I look like I'm kidding around? Well?" Sorato paused for a moment for Meadow Prancer to answer, but the unicorn mare was at a loss for words. "Stay here and wait for me. I'm going to the palace to check on her," Sorato said as he turned his back on Meadow Prancer.

"I wouldn't look for Euphemia there," Meadow Prancer said as she scraped the concrete sidewalk with a hoof.

"Huh?"

"It's overrun by Zero's ponies. That means either she's somewhere else or they captured her, and since Zero didn't say anything to you about it..."

"...Zero doesn't have her and she's probably in hiding."

"There're two places where she can be: with the viceroy and under heavy guard or, if the viceroy wants out of harm's way, or the eastside of the settlement facing the bay. They'll probably wait until sunset to move her under cover of darkness." Meadow Prancer looked up at Sorato and smiled. "It would help if I come with you."

Sorato chuckled. "I take back almost everything I said about you being useless."

"Hey!"

* * *

><p>Deep inside the Asplund compound's Knightmare motor pool, Suzaku waited patiently for his orders to go into battle. It had been well over an hour since the attack began, or at least according to Suzaku's best guess. He paced back and forth in front of the Lancelot stirred into restlessness by the fear that Euphie may have been captured by the Black Knights or that Cornelia was killed in that bizarre, unnatural lightning storm. Lloyd was behind the Lancelot hovering just behind its back and was making adjustments to the nuclear reactors. He was turning a wrench with his mouth while holding a panel between his front hooves.<p>

"Ms. Cecile," Lloyd said as he dropped the wrench, "could you float me a flathead screwdriver?" The wrenched fell within a foot of Cecile.

"Lloyd!" Cecile yelled behind. "You almost hit me."

"Sorry, Ms. Cecile" said Lloyd. Cecile grunted before levitating the wrench.

Cecile was at the Lancelot's heels levitating tools for Lloyd. Off to the side were four horned Britannian guards. Each one wore a belt with a sword and sheave hanging from it. Cowering behind them was Nina.

"How much longer are you going to take?" One of the guards called out to Lloyd. "The Knightmare has to ready to deploy when we receive orders from the Viceroy."

"I'm almost done replacing the valve on the coolant bypass," Lloyd replied.

Cecile studied the four guards intensely. As she did, one of them grinned devilishly at her and winked. A tingle ran up her spine.

"Nina," said Cecile, "could you come over here and help me?"

"Yes ma'am," Nina came out from behind the guards to be at Cecile's side. "What do you need help with?"

"Just stay here just in case I need you," Cecile replied.

As Lloyd finished screwing the panel back into place, hoofsteps echoed through the lower level garage. The light from a horn came out of the darkest part of the motor pool from where the exits leading down to the lower levels were. It was the horned Britannian that led Cornelia through the lower levels. Suzaku got into a fighting stance, and the four guards drew their swords.

"State your name, rank, and serial number," one of the guards ordered.

"Corporal Cal Ledford, 46LS-32J," said the horned pony.

"State your business."

"I'm here to relay orders from the Viceroy to Warrant Officer Kururugi. You are to take the Lancelot to the auxiliary command center and receive further instructions from the Viceroy herself."

"Do you know if the Sub-Viceroy made it out of the palace?" Suzaku asked. "I saw it being overrun by the Black Knights just before we took cover."

"That's none of your business, you nosy Eleven."

"Just tell me if she made it out alive or not."

"Fine," Corporal Ledford said while rolling his eyes, "she made it out of the palace alive. I saw her at the auxiliary command center myself. Now, carry out your orders."

Suzaku nodded. "Look, I can't just leave you here. I can carry you to safety in a containment module. It'll be a tight squeeze, but I think I can fit you all in."

The guard that winked at Cecile shook his head. "Not to worry. Once we kill these three," he said pointing to Lloyd, Cecile, and Nina, "there'll be plenty of room for us." Nina hid behind Cecile quivering in fear.

"What do you mean 'kill these three'?" Suzaku said in disbelief.

"Haven't you figured it out yet, Suzaku?" Lloyd asked rhetorically. "They're not our guards; they're our executioners."

"We have orders from the Viceroy herself to kill these three just in case the Settlement defenses are breeched," the guard gloated. "We were just waiting for the earl to finish working on the Knightmare."

"But I can get you all to safety." Suzaku objected. "It's unnecessary."

"And let the Viceroy find out that we didn't carry her orders out right away? Now step aside and let us do our job."

"But we won't be able to get the Knightmares working if you kill them."

"And if the Elevens get their hands on them, they could destroy the empire with that new power source of theirs...unless that's what you want them to do, Eleven."

"I'm a loyal soldier of Britannia. I would never..."

"Then let us do our duty and kill them. We can't waste time arguing over three Britannians. Think of the millions that will die because you insisted on letting them live." The guard took a perverse gratification from the mind game he was playing on Suzaku. "If their deaths upset a soft-hearted Number like you, then imagine how you'd feel if the terrorists got their hands on this top secret technology."

Suzaku was at a crossroads-friends or duty; protect innocent life at the risk of the safety of the Empire. He looked back and forth between the closest thing he had to family and the soldiers. His eyes finally rested on Lloyd.

"Well, Suzaku," said Lloyd solemnly, "will you follow orders and leave us to die?"

* * *

><p>The hum of the Lancelot's landspeeder motor was a welcomed relief for Cornelia and Guilford. The white Knightmare emerged from the shadows and slid to a stop beside Cornelia and Guilford.<p>

"Warrant Officer Kururugi Suzaku, reporting for duty, your majesty," said Suzaku over the Lancelot's loudspeaker. The Lancelot genuflected in front of Cornelia.

"What the hell took you so long?" Cornelia asked in an impatient tone.

"A thousand pardons, you majesty, but Earl Asplund insisted on tweaking the heat exchangers. He never imaged the Black Knights would have already broken our..."

"Never mind that! The flying Elevens created a gap on our perimeter defense and now their forces are pouring into the Low Ground Level." Cornelia levitated some paper next to the cockpit. "I jotted down your mission profile. Follow it as close as circumstance will allow you." Suzaku opened the cockpit and grabbed the instructions between his teeth.

"I can be ready to counterattack in thirty-four minutes, your majesty," Suzaku said after reading over the instructions. "By the way, did the sub-viceroy made it out of the palace? Is she here?"

"The Sub-Viceroy is in an undisclosed location, but if it eases your mind, she's hasn't been harmed. Now follow your orders, Warrant Officer."

"Yes my lord," said Suzaku.

* * *

><p>Shogo Asahina plunged down and skewered a mundane Britannian as he was fending off a pair of winged Black Knights. The fetlock blade penetrated the back of the ribcage and through the heart. As Asahina pulled the knife out, a crimson geyser erupted from the Britannian's back. It only took seconds for the Britannian to bleed to death. This same process of overwhelming the unprepared and poorly armed perimeter defense repeated itself thousands of times until the Transport Level floor was painted dark red from the dead Britannians that stretched as far as the eye could see.<p>

Asahina flew in front of some winged Black Knights off on the side resting. "Don't slack off just yet just because we have an opening!" Asahina ordered. "We need the gap in the Brits' defenses to be as wide as possible for our ground forces."

One of the recruits, a winged mare, spoke up. "But we were just catching our..."

"I said rest later!" Asahina snapped at her.

"Yes sir," the others said in unison. Then, out of nowhere, the interlocking plates of the Office Level rattled from a series of explosion from above.

"What the hell was that?" Another recruit asked.

"Kami-sama!" Asahina shouted out. The lifeless bodies of dozens of winged Black Knights dropped from the level above.

"Did the Brits planted bombs?" The recruit asked. "I didn't think they'd use explosives in the Settle..."

Suddenly, the winged ponies back away when a large humanoid shadow descended from the Office Level. A pair of Slash Harkens, harpoon-like weapons used on Knightmares, was fired from the shadow and embedded themselves into the ceiling. The shadow swung from the tether and, in seconds, closed the distance between it and the winged Black Knights. It then threw a cylindrical object from its free hand.

"DUCK FOR COVER!" Asahina yelled. "IT'S A CHAOS GENADE!" But it was too late. A cascade of metal fragments rained down on the winged Black Knights including Asahina.

* * *

><p>Kallen was on the Lifeline Level, the second lowest level of the Tokyo Settlement when she heard the explosions from above. She flew up to the Transport Level and saw the winged Black Knights pulling out of the Settlement in mass. Kallen sped ahead of the flock and hovered between them and the ghettos.<p>

"Where the hell are you going?" She yelled. "You can't just leave in the middle of a battle."

"It's not a battle," a male Black Knight spoke up. "It's a massacre. Zero lied to us." There were murmurs of agreement in the crowd.

"What do you mean Zero lied?"

"The Britannians have working Knightmare Frames."

"That's impossible! Technology doesn't work anymore."

"Then what's that," the stallion pointed to the smoke coming from the Transport Level.

"Don't go anywhere. I'll be right back." Kallen swooped down and was about to glide in the level when she veered off-course and behind one of the Settlement's numerous support pillar. Despite the large fins and modified energy filler, Kallen recognized it as the white custom Frame she fought against in several battles. The Lancelot carried a stockpile of Chaos Grenades inside the containment modules that were attached to Knightmare Frames for hauling additional supplies. She watched from behind as the Lancelot leaped off the Transport Level and fired a Slash Harken at the Lifeline Level ceiling and swung inside.

The explosions beneath her were a sign that the soldiers Zero placed under her command were being slaughtered. Kallen went against her better judgment and tagged behind the Lancelot. The winged Black Knights who were fighting so bravely before were in a state of panic. Kallen nearly collided with some trying to reach the open skies. Others fled deeper into the settlement.

"Retreat!" Kallen cried out. "Fall back!" The order was being repeated as Kallen darted back and forth warning the other Black Knights.

Those who heard the command followed Kallen. Some of the others who fled further into the Settlement doubled back and tagged behind the others.

"Okay," said Kallen, "we can stop. I think we're far enough away." However, most of them disregarded the order and continued flying away. Kallen pulled ahead and hovered in front of them. "Where the hell are you going?"

"You didn't notice the Knightmare Frame," said a winged stallion. "We can't fight that." The others murmured amongst themselves in agreement.

Kallen gritted her teeth. "Just fall back to the clouds. It can't reach you there."

"You talk as if that's the only piece of tech they have. What if they have planes? Then what?"

"Then you're no better off than in the ghettos!"

"That's a laugh," the stallion scoffed. "At least in the ghettos we'll still be alive."

Kallen slapped him on the cheek. "You won't be if you abandon your posts. If you desert the Black Knights in the middle of a fight, you'd better hope the Britannians do kill you because what I'll do to you will be a helluva worse. Understand?" The others averted their eyes from Kallen. "I SAID DO YOU UNDERSTAND OR NOT!"

"Yes ma'am," said the stallion who was rubbing the spot where Kallen slapped him

"That's more like it. Now go the fallout position in the clouds and wait for my signal."

"What about you?" A mare asked.

"Someone has to stay and warn Zero."

* * *

><p>"Are you sure the Sub-Viceroy is secure?" Darlton asked a horned Britannian guard. Princess Euphemia was cuddled up in nylon netting, and her hooves were bound together by straps. The four corners if the net was tied to rope, which in turn, was tied around the waist of four flight-capable Britannians. They were in the Transport Level about a block away from the edge of the Settlement. It was close enough that ambient light from outside provided sufficient illumination.<p>

"Yes my lord," the horned Britannian replied. "We can do a test flight and her majesty's escorts can hover just a few inches off the ground to see if it holds."

"Take your time, but not too much," said Darlton.

"Please, General Darlton," Euphemia begged, "don't do this."

"I'm sorry, mi lady, but the Viceroy has orders for you to be taken to safety."

"You can't expect me to abandon my own people at a time like this."

"I have my orders."

"You don't understand."

Darlton's lips trembled. "With all due respect, your majesty," Darlton said in a strained voice, "I do. You have no faith in your sister. For once in your life, trust the Viceroy's judgment and do as she says, *please*."

"It's not like I have any choice."

"Good thing you don't," Darlton mumbled at a volume too low for Euphemia to clearly hear what he was saying. Then, all of a sudden, the net untied itself and deposited Princess Euphemia on the ground. The four winged Britannian guards and Darlton was scooped up and tangled in the net. A blue streak appeared out of nowhere, and a pair of hind legs kicked the horned Britannian under the ribcage and knocked the breath out of him.

Darlton and the other winged Britannians, in a state of panic, struggled against the net only to be further entangled in it. "How dare you come back after dishonoring our princess!" Darlton yelled at Sorato.

Meadow Prancer glared at her partner. "You and her? How could you?"

"Get your mind out of the gutter, will ya?" Sorato said defensively. "He's talking about the princess breaking me out of prison and getting in trouble for it."

"Oh! Sorry, I thought you meant Sorato had sex with your princess."

"You're only making them madder," Sorato grumbled.

Sure enough, Darlton yanked against the netting even harder, much to the dismay of the other Britannians trapped inside. They were struggling to breath as the interwoven threaded pressed them together.

"Um...sorry about that." Meadow Prancer said with a sheepish grin.

"A little help, if you don't mind," said Sorato.

"Oh, okay." Meadow Prancer tugged on the straps.

"Ouch, ouch, ouch, please not so rough," Euphemia cried out.

"Stop pulling on it," Sorato yelled. "You're hurting here." The straps were cutting into Euphemia's legs. Sorato looked over the winged Britannians in the net and grabbed a knife, which was within reach and not tangled in the net, off of one of them. "Hold still," Sorato told Euphemia. He gripped the night in his teeth and sliced the bindings in half.

"Please mi lady," said Darlton, "it's too dangerous for you. The Settlement is still under attack."

"Darlton, I promise I'll come back for you."

"Think about your sister, Cornelia."

"I am thinking about her. That's why I'm going back."

Euphemia, Meadow Prancer, and Sorato galloped off to the service entrance.

"I didn't catch your name," Euphemia said to Meadow Prancer.

"I'm Aida Akeno," said Meadow Prancer.

"That's funny?"

"What is your majesty?"

"You're Japanese but you don't sound like it."

Meadow Prancer took a few seconds to answer. "I learned to speak English without an accent in order to fit in better as an honorary Britannian."

"Oh, that makes sense."

* * *

><p>"As far as I can tell, it's only one Knightmare," said Kallen. "But one was enough decimate our airborne division, and the majority of the survivors has fled. I got some of them to stay in the fallback position in the clouds, but I wouldn't count on them waiting for long." To Kallen's dismay, Zero was staring at C.C. the whole time. "Haven't you been paying attention, Zero? We have to retreat and..."<p>

"That's the exact opposite of what we must do," Lelouch proclaimed with the familiar dramatic and theatrical bluster of his Zero persona. "If we retreat, Cornelia will modify the other Knightmares as she did with the white custom model."

"But Zero, this isn't like fighting that old Ganymede. The only thing we had that could take on the white Knightmare is my Knightmare, the Gurren Mark II, and it's out of commission."

Lelouch glanced at C.C. "No, there is one other way. Kallen, prep an airlift for C.C. and myself. We'll be heading down the elevator shaft to the water circulation system beneath the school."

"But why? Shouldn't you be airlifted out of here? What if the white Knightmare comes topside?"

"It won't. Cornelia cleared away out airborne forces in order to re-establish her perimeter defense. And now that Tohdoh and his troops beneath the Settlement are cut off from the rest of the ground forces, Cornelia will finish them off with the Lancelot and ever how many soldiers from the Settlement defense she can spare. Now hurry, Tohdoh's forces will be obliterated if we don't make haste." Kallen was about to leave when Lelouch called out to her. "One more thing before you go."

"Yes Zero?" Kallen asked.

"When you're done prepping our escort, get as many airborne troops as possible and bring them to the Low Ground Level through the same elevator shaft."

"That's an awfully small passageway to bring troops through."

"Don't worry. You won't have that many willing to take on a Knightmare."

"I don't think I'll have any at all."

"Tell them I'll do to the Knightmare what I did to the Ganymede. The only thing you'll be lying about is the method."

"And how are you going to stop it?"

"You doubt me, Kozuki, even though you've witnessed my deeds firsthand? Have I ever let you down?"

"No, you haven't."

"Then hurry." As Kallen hurried off, Lelouch said to C.C., "now I need a miracle from you."

"You mean the one from the Battle of Narita?"

* * *

><p>Flashback<p>

It was the day when the Black Knights first attempted to capture Viceroy Cornelia. The Britannians discovered that the remnants of the Japanese Defense Force were hiding in the Narita Mountains and Lelouch sent the Black Knights ahead to set up an ambush for Cornelia. In the fight, Lelouch's Knightmare was destroyed but not before he ejected. The cockpit skipped along the ground like a rock across the surface of a pond. When the cockpit finally came to a stop, the Lancelot was waiting for him. When he opened his hatch, Lelouch found himself staring down the barrel of a VARIS rifle, and for a Knightmare, the term 'rifle' is, in actuality, referring to the cannons designed to be wielded by fifteen-foot tall humanoid robots.

"Stop right now," said C.C., "don't even think about hurting him." She walked along the trench carved into the earth by Lelouch's cockpit when it slid to a stop and placed her hand on the Lancelot's leg.

"Wait!" Lelouch yelled out. "What are you doing? You're challenging a Knightmare?"

"It's a problem if you die. It'll be indirect contact, but it's worth a try." The Geass symbol on C.C.'s forehead glowed to life.

One moment, Suzaku was in his Knightmare in shock that the girl that he watched die in Shinjuku, and the next he was visions flashing before his eyes. First he saw two large, metallic spheres one suspended in space above the other. The scene then changed to a crowd consisting of young girls with dark tan skin, all of them dressed in white and had bird symbols, glowing red, etched on their skin. The vision finally changed to a world bathed in white and was face-to-face with a vision of a middle-aged man staring disapprovingly back at him. "Father," Suzaku said in disbelief, "you're dead. That's impossible!" In the background was sound of clock pendulums rocking back and forth in the background. "No, I didn't mean to," Suzaku said apologetically. "No, I just..."

"Hey, are you using Geass on him?" Lelouch came to C.C.'s side.

"I'm just feeding him some shock images. I can't tell what he's seeing, though. Anyway, you got time to get away, now."

"What about you?"

"I can't move yet. You go first."

"Don't be foolish. I can't keep owing you favors." Lelouch placed his hand on her shoulder.

C.C. arched back. "No, not now!"

Lelouch was caught inside the illusion with Suzaku. An angry mob was assaulting a gothic cathedral. Rocks were hurled at the top of the building arch, but in place of the cross was the Geass symbol. As with Suzaku, the vision shifted sporadically-a nun with the Geass symbol on her forehead kneeling down to pray, C.C. sitting in the water naked and with a Geass symbol scar under her left breast, soldiers in WWI-era uniform fighting in the trenches. The final vision was the most disturbing. Lelouch was in the pure white world with Suzaku surrounded by phantoms wandering aimlessly. The image ended abruptly, and Lelouch was snapped back into reality. The Lancelot began firing at random.

"What's happening to him?"

"Idiot! Get away now!" Suddenly, a rock fragments pierced C.C.'s sternum. Realizing the danger Lelouch was in; C.C. held out her arms and acted as a human shield. More rock fragments punctured her body. The last thing C.C. remembered from that encounter was Lelouch catching her as she fell back.

End of Flashback

* * *

><p>"Just remember-don't touch me while I'm feeding the shock imagines to the pilot," C.C. warned.<p>

"I'll make sure that you're protected. Just keep the Knightmare immobilized," said Lelouch.

* * *

><p>Tens of thousands of horned and mundane Black Knights amassed at the Low Ground Level. The only source of light were barn fires set inside the bed of beat-up utility vehicles and rusty pick-up trucks whose tireless rims cut grooves into the concrete floor. The center of the formation was lit up in a bright yellow glow. The barn fires on the outer edge cast long shadowy daggers along the floor that faded in and out with the passing of carts full of the refuge that the Britannians piled into the ground level passageways. A team of horned Black Knights levitated pieces of junks just long enough to plant unexploded VARIS rounds underneath.<p>

"Don't bother with the small pieces," Tohdoh admonished a horned stallion. "Concentrate on the large ones, instead."

"Just watch me and follow my lead," said Senba Ryoga. He levitated a partially dented microwave.

"But I'm trying to dig her out." The horned stallion pointed to the bloodied body of a mundane pony buried from the sternum down in the pile of junk.

"It's too late for her," Senba replied.

"But if we blow up the junk pile now, their bodies would be desecrated."

"I don't like it either, but it's better than losing the battle and getting more Japanese killed."

The horned stallion nodded in agreement. "I understand, sir." He disregarded the body of his deceased comrade and went back to planting explosives.

"Colonel Tohdoh!" A mundane mare called out. "Where are you?"

"Over here!" Tohdoh waved to her. "What's the problem?"

The mundane mare raised an eyebrow and pointed to the partially buried Black Knight. "What happened to her?"

"A trap rigged up by the Britannians. I warned them about it, but some of our soldiers were too stubborn for their own good. Now what is it that you want?"

"We're been cut off, sir."

"'Cut off'? Did the Britannians re-establish their defense perimeter?"

The mare nodded. "We heard explosions on the upper levels. Right after that, the airborne forces flew off, and the Brits were raining their junk down on us again."

"They must have booby-trapped the perimeter with IEDs." As Tohdoh was speaking, one of the Black Knights screamed in terror.

"Something poked out of the barricade!" A horned mare yelled.

Tohdoh pointed to the mound. "I need lights on that junkpile." Senba and some of the other horned Black Knights lit up their horns and pointed to the mound. Giant metallic fingers poked through and pulled a handful of junk on the other side of the debris pile. Then the metallic hand pushed its way through and took another handful of junk with it.

"It's a Knightmare!" One mare screamed.

"We're going to die!" A stallion cried out.

The Black Knights were in a panic. The teams of mundane Black Knights wrestled with their yokes desperately trying to free themselves. The lower level was filled with desperate neighs. Some of the horned Black Knights helped to free their comrades but others retreated back to the ghettos without the mundanes.

"Get those men loose, Senba," said Tohdoh as he shot off running. "Chiba, Urabe," Tohdoh called out to the two remaining Holy Swords, "get these people under control." While they were busy calming their panic-stricken recruits, Tohdoh was running down the deserters. He showed great physical prowess and circled around a group of horned Black Knights and cut them off at the pass. "Stop!" He yelled. Fearing that he would be stomped to death by the wall of terrorized horned ponies, Tohdoh backed away. "I SAID 'STOP'! THAT'S AN ORDER!" The more disciplined recruits heeded the command, but the rest kept running. Tohdoh sidestepped the stampeding deserters and narrowly avoided being impelled with a horn in a head-on collision. After losing sight of the deserters, Tohdoh admonished the ones that were left. "We're not leaving our comrades behind. I won't accept cowardice from you." Some of the horned Black Knights that remained behind couldn't bear to look Tohdoh in the eyes without feeling shame for letting fear get the better of them and abandoning their fellow Black Knights. "We don't have much time to help free them." The horned Black Knights, swayed by the scolding they received from Tohdoh, double-backed.

By now, the Knightmare had enough of the debris cleared away that its head was visible. The horned Black Knights worked frantically to free the thousands of mundane Black Knights from their harnesses. The teams of mundane Black Knights hitched together by rope were the first to be freed as the horned Black Knights cut the restraints. The problem was the teams who were hitched with chains. None of the bladed weapons wielded by the horned Black Knights would cut through. The harnesses had to be unhitched manually.

"Don't you bastards dare run off!" Tohdoh yelled at the mundane Black Knights who were fleeing the battlefield. He ran beside the mundane Black Knight in the lead and sideswiped him. The mundane stallion was taken off his hoofs and tumbled on the ground. Some of the other mundane Black Knights stopped when Tohdoh cut in front of them. "You're not leaving your comrades behind either! Now go back there and help them!"

The mundane Black Knights glanced back and forth between the Black Knights still hitched to their vehicles and the white Knightmare still digging through the junk pile.

"No way man! I didn't sign up to fight a Knightmare!" He picked himself up and sped off with more mundane ponies not far behind.

Tohdoh eyed the few that stayed behind. "Well? Are you standing by your fellow Black Knights or are you leaving them to die?" They headed back and began unhitching the Black Knights still trapped in their harnesses. Tohdoh had to repeat this process with each new group of deserters. As disgusted as he was with their cowardice, Tohdoh knew, deep down inside, that he couldn't completely blame them. Facing down even one Knightmare was a hard thing to ask of anyone, especially these new recruits.

While Tohdoh was busy convincing the others not to abandon their comrades, the mundane ponies were doing the best they could to help their horned brethren. They didn't have hands or telekinesis. Everything had to be done by mouth. Not only that, but the debris pile was whittled down to the Knightmare's waist, and it wouldn't take long before it broke through.

Realizing time was running out, Tohdoh put the deserters aside and ran over to some mundane ponies still hitched to their wagons. "Pull the explosives next to the entrance! We'll unhitch you when you move the wagon into position." The Black Knights followed his orders and pulled the wagon beside the entrance before they were unchained. "Senba," Tohdoh called out the elder Holy Sword, "grab a detonator and get ready to set it off on my signal."

Senba already had a detonator and was busy rigging it up to a stick of C-4. "Already on it, sir-I hope you don't mind me jumping the gun."

"Not at all," said Tohdoh. He ran over to some horned Black Knights who were unhitching some mundane Black Knights from a barn fire truck and pointed to another pick-up loaded down with munitions. "Push those explosives next to the entrance after you've freed them from their harness." After the horned Black Knights freed their mundane pony comrades, they both galloped to the nearest dilapidated pick-up filled with unexploded ordnances and pushed it towards the entrance.

As they were being set loose from their restraints, the remaining Black Knights strained and toiled against the weight of the explosives and pushed the broken down trucks and deposited them around. With each load of explosives dropped off near the entrance, the Knightmare took off another couple of inches off the top of the mound of junk. By the time the Knightmare had the junk pile whittled down to his knees, all of the Black Knights were set free and most of the IED's were in place.

"Everyone, fall back! Now!" Tohdoh called out. As he was issuing his order, the Knightmare began to crawl through. "Now Senba," Tohdoh yelled.

Senba levitated the bomb over to the pick-up in the center and dropped in the truck bed. The Knightmare pilot noticed the object Senba dropped into one of the pick-ups, and backed away just as the bomb detonated and set off a chain of explosions. The pathway between the two levels collapsed.

* * *

><p>Ohgi was limping down the hallway and was accompanied by Inoue when Tamaki, Sunohara, and Tomoya galloped around the corner. Tamaki had rope burns running just behind his shoulders and waist.<p>

"Oghi!" Tamaki called out. "Where the hell is Zero? I though he said our command center would be in the student council building."

"Tamaki, what are you doing here?"

Tamaki rubbed the rope burn. "Nevermind that. I have to warn Zero."

"He already knows about the Knightmare, Tamaki."

"Wait a second! The Britannians got another museum piece?"

"I don't know about that, but it was enough to scare off our air forces."

"I bet that girl had something to do with it."

"What girl?"

"The one that broke in here. She's probably an assassin. Now where's Zero?"

"The Low Ground Level with Colonel Tohdoh-there's an elevator shaft leading to the bottom level on the school grounds."

"Okay, airlift me to the Low Ground Level."

Sunohara shook his head. "I'm not going down there with a Knightmare Frame."

Tamaki bared his teeth with all of the ferocity of a rabid wolf. His eyes were daggers bearing down the cowardly winged stallion. "Keep two things in mind, Sunohara. One-that Knightmare pilot doesn't know where you live, but I do. Two-you can't fly in your sleep. Now, who is it you should afraid of pissing off more?"

"You," Sunohara yelped.

"You what?"

"You, Platoon Commander Shinichirō, sir."

"And what about you?" Tamaki said while glaring at Tomoya.

Tomoya closed his eyes and said with a happy-go smile, "feel free to murder Sunohara in his sleep."

"Don't encourage him, Tomoya!" Sunohara cried.

* * *

><p>Tohdoh and Senba managed to duck behind a supply wagon which shielded them from the torrent of shrapnel and debris. It was situated far enough away from the blast to not be pulverized by the shockwave. However, the two stallions had a throbbing pain and a ringing in their ears. Senba rubbed his ears while Tohdoh looked around. There was still enough lighting to see movement coming from one of the sealed off service entrances. The white Knightmare had survived the explosion and was busy clearing away rubbish.<p>

"This isn't good," said Tohdoh. "The Brits still have their Knightmare.

"Did you say the Knightmare is still around? Tell me that's just my ears ringing, sir."

Tohdoh shook his head. "We should be so lucky. Come on, we have to tend to the troops." He and Senba hastened back to the sector where the ground troops first penetrated the Settlement perimeter.

Only a half-mile away, Tohdoh and Senba were reunited with their troops. It was a shameful reunion for some-to come face-to-face with their fellow Black Knights that they left to die. The Settlement boundary was etched out in discarded junk and Black Knights killed by falling debris. Some of the foolish ones attempted to make a break for the ghettos, but once they crossed the perimeter, they became easy prey for Cornelia's forces on the upper levels. An avalanche of junk rained down upon them. A box full of kitchen knives skewered several fleeing ponies. A falling flat screen television snapped the back of a horned stallion.

"Help!" He cried out. "I can't move. I can't feel my legs." His screams were forever silenced when a brick amongst many split his skull open. Only a handful escaped with their lives intact. The perimeter defense cut off all the possible escape routes. Their last ditch effort to save their own lives, which was purchased with their own honor and respect, was for nothing, and now they would have to face their old commander.

"So, you cowards couldn't get away, huh?" Tohdoh asked.

"Please forgive us, Colonel Tohdoh."

"I don't need groveling! If you're worth anything, you'll fight with me till the bitter end. Is that understood?"

"I'm not apologizing for anything." It was the mundane stallion Tohdoh pushed down earlier. "It's a death sentence to fight against a Knightmare."

Tohdoh pointed to the ghettos. "Then leave," he bellowed. The mundane stallion didn't reply. "Well?" The mundane stallion was still silent. "I thought so. For those of you that haven't lost your nerve, we fight to the death and, if we are defeated, make the Britannians pay for their victory in their own blood. Our best chance is to get up close and personal to Cornelia's forces. The Britannians won't be able to use their Knightmare against us without attacking their own."

The Black Knights readied themselves for a final stand. The horned Black Knights mounted makeshift spears, sharpened bamboo sticks, on their mundane compatriots. They then drew their own weapons. The hodgepodge of clubs, knives, and improvised melee weapons hovered in mid-air and were covered in a ghostly aura.

* * *

><p>When the white Knightmare finished digging debris out of the entrance, Cornelia climbed over what was left of the junk pile and surveyed the area. From a distance away, what was left of the last service entrance was still smothering from the explosion. There was still dilapidated trucks left standing. Some of them still had their barn fires burning.<p>

"Coming to battle with worthless junk?" Cornelia scoffed. "How low you Elevens have sunk?" Cornelia looked over her shoulder. "Warrant Officer Kururugi," she said. "Take down as many terrorists as you can. Once they're numbers have been depleted, we'll finish off the rest."

"Yes, your majesty," said Suzaku over the Knightmare loudspeakers. The Lancelot stepped over the remaining debris. In his hand was a scythe-the 'blade' was a steel plate cut off from a larger piece and was welded to the end of a bent girder and the handles were smaller girders welded on the sides of the main girder.

"Why are we waiting here on standby, your majesty?" Guilford asked Cornelia.

"Because if we go out there, the Elevens will engage our forces in close quarter combat making it impossible for the Lancelot to attack them."

* * *

><p>Tohdoh watched for the Britannian forces to pour through the entrance and come after them, but all that he could see coming was the Lancelot. It was going too fast to be accompanied by Cornelia's ground forces. It was rapidly closing in and would be on top of them in a minute. It became apparent to Tohdoh that Cornelia anticipated his strategy and sent the white Knightmare alone.<p>

"Change in plan. On my mark, get out of formation. Find a sturdy structure for shelter and make Cornelia's forces come after us. Now, break formation!" The Black Knights scattered in all directions.

The Lancelot set his sights on the largest grouping of Black Knights and attacked. When held at an angle, the scythe blade was parallel to the ground, which was perfect for killing earthbound mundane and horned ponies. Suzaku took a swing as some fleeing Black Knights. Though the blade edge wasn't sharpened, the momentum was enough to kill. The blow killed instantly and tossed a partially cleaved-in-half pony body in the air. Another swing took off a pony's head and knocked a chuck of the other pony's spine. The Lancelot then held out the scythe and sped across the battlefield. The scythe mowed down any pony that the Lancelot passed by. A line of mangled and dismembered pony corpses snaked out for hundreds of yards. Then, without warning, the Lancelot skidded to a stop.

"Warrant Officer Kururugi," Cornelia's voice crackled over the comm. system, "what the hell are you doing? Why did you stop attacking?"

"I'm assessing the situation, your majesty," Suzaku apologized.

"What's there to assess? Just kill as many as you can, Warrant Officer."

"Yes, your majesty." Suzaku, from inside his cockpit, closed his eyes and took a deep breath to settle his trembling legs. "This isn't a battle." Suzaku hung head down and took another deep breath. "This is nothing but a massacre." Suzaku activated the Factspheres, a pair of sensors placed in the Frame's chest. "I'll find Zero and make him surrender." He surveyed the section for any Black Knight that resembled Zero. It was hard to make out anything in the chaos of fleeing ponies screaming for dear life. But one voice, despite being obscured by the multitudes, stood out. Suzaku adjusted the Factspheres and singled out the mundane pony commanding the Black Knights. It was a voice he hadn't heard since Japan was an independent nation when he was being trained in the martial arts. It was his old master, Tohdoh Kyoshiro.

"Don't stand around because the Knightmare took a pause!" Tohdoh yelled. "Don't go in there! That structure won't stop a Knightmare. It'll collapse on top of you. Head for the maintenance access tunnels." Then Tohdoh noticed the Lancelot looking directly at him. The scythe was discarded and struck the ground with a loud metallic clang. The Lancelot's landspeeders came to life, and the Knightmare Frame was heading straight for Tohdoh. He closed his eyes and readied himself for death, but rather than kill him, the Lancelot scooped Tohdoh up and carried him off.

The other Black Knights were disillusioned by the sight of their commander being carried off effortlessly by the enemy. "If we surrender," said the mundane stallion that deserted his post, "do you think they'll let us live?"

"Are you giving up so easily?" The Black Knights knew that that voice all too well. It was Zero. Their faces lit up in joy. "I assure you, you'd have a better odd surviving if you fight than to appeal to Viceroy Cornelia's sympathy."

"We're better off on our own," the deserter said disparagingly.

"Oh are you? All your escape routes have been cut off. Will you wager your life on the compassion of Britannia-the same Britannia that thought nothing of slaughtering innocent civilians in the Shinjuku massacre? Well?" The recruits hanged their head low. Given the Britannians' cruelty and lack of mercy, surrender was almost a guaranteed death sentence.

"You expect us to beat a Knightmare Frame too?" The deserter scoffed.

"No, I'll bring the Knightmare Frame to its knees as I did before. All that's required of you is to follow my instructions." Lelouch had a charisma that Tohdoh lacked, which was evident in the confident, hope-filled smiles of the majority of the rank-and-file Black Knights.

Meanwhile, the Lancelot pulled up beside the entrance and extended its hand out with Tohdoh in his palm, almost as an offering to the viceroy.

Cornelia gritted her teeth and blew steam from her nostrils. "What the hell are you doing with him, Warrant Officer Kururugi? Do you dare defy my orders?"

"Suzaku, is that you inside?" Tohdoh asked.

"Your majesty, we have the upper hand. There's no need to continue fighting."

Cornelia tapped herself on the chest. "Your viceroy decide what's necessary, not you."

"Tohdoh-sensei, surrender to her majesty. Do it for the sake of the Japanese people; for those Japanese Zero coaxed into fighting for him."

"I refuse."

"Please, Tohdoh-sensei," Suzaku pleaded.

"We weren't tricked into fighting."

"You've wasted enough time on him already. Kill him, Warrant Officer."

"But your majesty, I beseech you."

"That's an order, Warrant Officer!"

"Do as your Britannian master commands, Suzaku." Tohdoh said in his usual stoic tone. "It's not difficult at all."

"Please, Tohdoh-sensei, you can save their lives."

"All you have to do is make a fist, Suzaku."

"You selfish bastard!" Suzaku yelled. Tohdoh felt the Lancelot tightening its grip. "I should kill you right now!"

Cornelia stamped her hoof. "You damn Eleven! What are you waiting for?"

"Do a...do as...do as she says," said Tohdoh as he strained to breath. "Do as...your...Britannian mas...masters...command.

"Finish him off already!" Cornelia yelled. "We don't have time to waste on that beaten dog!"

"Then what of myself." Lelouch called out in the familiar electronically distorted voice. "Do you have time to waste on me?" The Lancelot eased off of Tohdoh, who greedily gasped for air, and faced Zero's general direction.

"So you finally crawled out the rock you were hiding under, Zero," Cornelia sneered.

"Come now, white knight," Zero mocked. "Surely you can grant your majesty a far greater prize."

"Zero!" Suzaku yelled out. "This is your fault. All this blood is on your hands."

"Suzaku? No it can't be..." Lelouch stepped back and fell on all four knees. "No, it can't be you."

"Do you really think I can forget the lives you destroyed and the Japanese you lead astray because you confessed to a crime that I took the blame for-a crime that you committed?" The Lancelot was poised to attack. "What gratitude I felt towards you has worn out. I'll end this once and for all."

"No! Stop!" Cornelia called out. "I won't be fooled twice by the same trick. Scan the area for any improvised explosives.

"Yes, your majesty." Suzaku pulled up the Factsphere readouts. On his monitors were only two thermo-signatures: Zero and a mundane pony. "I'm only detecting two life readings. They're both unarmed."

"Widen your search. Zero wouldn't come out without something up his sleeve."

"Multiple readings approximately 600 meters from Zero," said Suzaku. "No weapons detected, but there's an entrance to an access tunnel 60 meters from Zero."

"He's luring you out to save Tohdoh." Cornelia looked her shoulder. "You with the wings-fly to that access tunnel and block it off."

"Yes, my lord!" Carrying torches in their mouths, a squad of winged Britannians flew over Cornelia and veered to the right towards the access tunnel. "Warrant Officer, once they're in position, bring Zero back alive. Eliminate the other."

"Yes, you majesty," said Suzaku. He gently lowered Tohdoh and waited for the winged Britannians to cover Zero's 'escape route'. When they were in position, the Lancelot sped off. Even though he was powerless against a Knightmare, Tohdoh followed. He had come this far. Why not go down fighting alongside his ally for their noble cause?

"Did you really think you'd escape so easily?" Cornelia yelled out to the fleeing stallion. She looked over her shoulder and said to some of her guards. "I have no use for Tohdoh. You three," she pointed to three horned Britannians, "kill him."

"Yes my lord," the horned Britannians said before departing on their mission.

Meanwhile, Lelouch was still in the middle of a personal crisis. _You were supposed to be Nunnally's champion, not Cornelia's. Why, Suzaku, why are fighting for them? No, the answer is obvious. It was since the night I rescued him from the gallows. Suzaku surrendered himself to the Britannians even though he knew he wouldn't get a fair trial. He told me himself-to change Britannia from within, to work inside the system. How could I have missed it?_

"Zero."

_ What an arrogant fool I was!_

"Zero"

_ How presumptuous of me to think Suzaku would stand by my side!_

"Zero!" The sound C.C.'s voice snapped Lelouch back into reality. When he stopped gazing at the ground and held his head back up, Lelouch jumped back and gasped in fright. He was so taken aback by the revelation that Suzaku was the pilot of the Lancelot that he didn't notice that he was in arm's reach of the Knightmare. The Lancelot hovered over Lelouch with its hand out to him. However, it was frozen in place. C.C., who was standing between the white knightmare and Lelouch, kept a hoof on the Lancelot's foot.

Cornelia climbed over the remaining pile of garbage to get a closer look. The Lancelot was stooped over with its arm extending outward as though to pick up Zero. "What the hell is going on? Did that high school student's power source conk out on us?" She galloped about twenty yards from the entrance and could now see C.C. touching the Lancelot.

"Hurry up with your plan. I can't keep this up for..." Suddenly, the Geass symbol on C.C.'s forehead lit up. She and Lelouch both fell back and neighed in pain. Lelouch's left eye was a hot coal through his eye socket that was burning into his skull. "Why now?" C.C. cried out in agony. The Lancelot rolled backwards some and toppled over.

Tohdoh ran to Zero, who lying on the ground covering his left eye, and examined him for wounds. "Are you alright, Zero?" He then galloped to C.C. who was also lying on the ground. "What happened?" He then saw the glowing Geass symbol on her forehead and was about to touch it C.C. inched away.

"Don't touch me!" C.C. yelled.

"What's wrong with you two and what's that thing on your forehead?"

"Behind you," C.C. cried out. Three horned Britannians were closing in them. Each one was accompanied by a medieval sword that levitated along side them. "Don't let them kill Zero!"

"Don't worry about him," one of the horned Britannians taunted. "We're here to kill Tohdoh." His sword made a luminous streak across the black background as it flew with the speed of an arrow...

* * *

><p>"So, you have another trick up your sleeve, Zero?" Cornelia sneered, who witnessed C.C.'s telepathic hold over Suzaku broken. It didn't take long for Cornelia to figure out why the Lancelot stopped in the middle of capturing Zero. She called out to her troops in waiting. "Kill Zero and the white mare accompanying him," she ordered. "They have the power to immobilize Knightmares." The stream of Britannian ponies poured out from the entrance and trailed behind Cornelia who was leading the charge.<p>

* * *

><p>While Cornelia's forces were heading towards Zero and C.C., the three horned Britannians were finding out the hard way why the mundane stallion who Cornelia ordered them to assassinate was so revered amongst the Japanese Self-Defense Forces. Tohdoh grabbed the sword between his front hooves, bit into the hilt, and charged at them. The other two swords were thrown at Tohdoh, but the fleet-footed warrior flipped over one and knocked the other away from him. The Britannians frantically jerked their heads around trying to concentrate their powers on Tohdoh, but it was all in vain. All the Britannians could see was the glint of light reflected off the sword mere fractions of a second before the blade passed right through the Britannian on the far right. His head tumbled through the air as his headless corpse twisted and convoluted; a geyser of blood shot out of the stump that used to be a neck for a now severed head painted the remaining horned Britannians dark red. The remaining Britannians tried to draw the two other swords back to them, but it was too late. Tohdoh ran the blade though the side of one Britannian and, at the same time, tackled his victim with enough momentum to push him and the blade into the second Britannian. Both Britannians were skewered on the same blade.<p>

"Those heroics won't do you any good, Tohdoh," Cornelia yelled out as she and the Britannians stampeded in their direction. The rumble of their hooves could be felt in Lelouch's stomach. But as they closed in on Zero, C.C., and Tohdoh, the glow of thousands of horns burst forth from the darkness. Out of the shadows came the three remaining Holy Swords leading the ground forces to battle. The stampeding Black Knights ran past Zero and C.C. and intercepted the Britannian forces. Soon, the Black Knights and Britannians were intermingled together in melee combat.

Lelouch let out a groan as he sat upright. The explosion that went off inside Lelouch's head left an excruciating migraine. Hundreds of yells came in all directions, and hammered into his skull. He cautiously stood up on all fours and slowly opened his eyes. There, before him, were the Britannians and Black Knights in close quarter combat. The battlefield was bathed in the surreal glow of tens of thousands of horned Britannians and Black Knights wielding their weapons. From Lelouch's vantage point, the crowd inched back and forth. The Black Knights were holding their own, but for how long? They may have the numerical advantage, but Cornelia's troops are better trained. It may take them awhile, but Cornelia's forces will eventually erode theirs. Also, the entrance to the Lowline Level was wide open. Even if the Black Knights held their own, Cornelia could call for reinforcements. She hadn't done so yet because the bulk of her manpower was devoted to perimeter defense and she had the Lancelot.

Much to chagrin of Lelouch, the some of his men were fleeing the battle. Lelouch ran as fast as his weak constitution would permit and intercepted some of the deserters.

"You cowards...," Lelouch said while gasping for air, "...you abandon your countrymen...in the middle of ba...battle?"

"We were planning on doing that anyway," said one of the deserters before he and others ran off.

"Come back here!"

"No, we have to abandon our countrymen in the middle of battle like you told us to," another deserter yelled out as they were fleeing.

"Smartass!" Lelouch spat. There were some more deserters running by. Lelouch managed to get them to stop long enough to talk. "And where do you think you're going?"

"I'm not sure," a horned mare spoke for the group. "Just as long as we get away from here." The others nodded in agreement.

"You'll do no such thing," said Lelouch. "Now push the barn fire wagons up to the entrance. I don't want any more of Cornelia's men coming to this level."

"Yes sir, we'll make sure the entrance is blocked off."

"And you, don't stop fighting the Britannians for anything." Lelouch said to a Black Knights who stopped in the middle of their desertion to see what was going on.

"I'll keep fighting no matter what," said the cowardly deserter, and his first target was Lelouch. The deserter charged at Lelouch who narrowed dodged being impaled by the bamboo stick that was tied around the deserter.

"What the hell is wrong with you!"

"You told me to fight the Britannians no matter what, and I heard rumors that you're one of them." The deserter was about to charge when Tohdoh back kicked him.

"Have you gone mad!"

"I have to fight the Britannians no matter what."

"Get out of here, Zero," said Tohdoh. "You have a battle to lead."

Lelouch nodded and ran to be at C.C.'s side.

Meanwhile, Suzaku awoke inside the Lancelot cockpit. Once again, he was assailed by visions before losing consciousness, but this time they were different. The visions were of cities in the clouds, a castle spiraling out of the side of a mountain, and what looked like two large ponies that were a hybrid of the winged and horned species encircled by six gems with the sun above their heads and the moon beneath their feet. The visions ended with Suzaku, in pony form, being stampeded by pony-like shadows in a background of pure white.

When Suzaku awoke, he noticed the cockpit saddle was upright and that he was being held in place by his safety harness. The Factspheres monitor displayed the image of the Low Ground Level ceiling. The Lancelot was on its back. Suzaku toggled a foot pedal, and the cockpit tilted down 90 degrees to the upright position.

"C.C.!" Lelouch yelled out to the white mare who was laying in a daze at the foot of the Lancelot. Adrenaline kept his fail body from collapsing from exertion. Lelouch was in a race with the Lancelot, which was getting up. Lelouch managed to reach to C.C. about the same time the Lancelot stood up. "C.C.," Lelouch yelled while shaking her, "get up. The white Knightmare, it's..." Lelouch looked up and saw the Lancelot reaching out for him. Lelouch flinched just enough for Suzaku to spot C.C. The Lancelot then pulled its hand away and back off. Just then, C.C. regained consciousness.

"Are you able to stand?" Lelouch asked.

C.C. nodded. "Where's the Knightmare?" Lelouch pointed a hoof at the Lancelot. C.C. started trotted towards it when the Lancelot fired the slash harken on its wrist at one of Settlement support pillars and hoisted itself up. The Lancelot was about forty feet off the ground; its feet planted on the pillar while being suspended in the slash harken embedded into the structure. Suzaku and the Lancelot were out of C.C.'s reach. "Looks like the pilot wised up to our plans." As C.C. was speaking with Lelouch, Kallen and about fifty winged Black Knights descended in front of her and Lelouch. Three of them carried flashlights in their mouths.

"Sorry we took so long, but we had trouble scrapping up flashlights," Kallen said apologetically.

"Kallen, there's a change in plan."

"You weren't able to stop the Knightmare?" She asked.

"Not yet, but we forced it to a fall back position." He then addressed the other winged Black Knights. "Swarm the white Knightmare, and knock out the pilot's Factspheres and auxiliary cameras. Blind the Knightmare and the pilot to open his cockpit. He only has one free arm and no weapons."

"What if he comes back down?"

"Then he'll be right where we want...Hey!" The winged Black Knights had already took off and were about to go on the offensive against the Lancelot. "I didn't say for you to attack right now."

Kallen grunted in frustration over the lack of discipline in her troops. "Damn rookies. Don't run off without getting the go-ahead from us!" She yelled at the winged Black Knights who were now encircling the Lancelot.

"And tell them not to harm the pilot!" Lelouch called out to Kallen.

"You mustn't issue anymore orders!" C.C. said in a panicked voice.

"I don't have time for your games C.C."

"Your Geass," said C.C., "it's permanently activated."

"What makes you think that..."

"Your headaches, you and I collapsing at the same time-those are the signs of a Geass gone out of control."

Lelouch hung his head for a moment to let the bad news sink in and then looked back at C.C. "You mean...I'm like Mao? I can't turn off my Geass?"

C.C. nodded. "How long was I out?"

"Only a few minutes."

"Do you remember what you said in that timeframe?"

"I was reprimanding some of our own for running out on us during battle."

"Anything else? Any order in..."

"I don't have time for this C.C." Lelouch ran behind a support pillar just out of sight.

C.C. galloped alongside Lelouch. "Wait up! Where are you going?"

"Stand beside me. I can't let anyone see what I'm about to do." Lelouch levitated his knife just above his Geass eye and took a deep breath.

"Wait! What are you...?"

"Quiet! I have to concentrate." Lelouch took another deep breath and steadied his nerves. The knife tip slowly pressed his fur-covered skin until the tip penetrated his flesh. An anguished grunt escaped from his mouth as the knife made an incision just above the eye brow. Streams of blood ran down his left side. Lelouch then tore a strip from his cape and wrapped it around the cut covering his left eye. Blood soaked through the fabric.

"What's that for?"

"I have to explain why I'm keeping my eye covered. We'll deal with the unintended commands later. Now keep as close to the white knightmare as possible, just in case it comes down from the rafters. I'll help Tohdoh with leading the ground troops." Lelouch trotted off into battle.

* * *

><p>Cornelia fumed over how badly the battle was going for them. Thanks to Zero's companion, the Lancelot was out of the fight. He had turned what should have been an easy victim into a drawn-out battle. While she was contemplating her next move, Cornelia saw, in the distance, a group of Black Knights pulling one of the remaining barn fire trucks towards the entrance.<p>

"Trying to block the entrance off, are you?" Cornelia sneered. She charged towards the Black Knights and, when she was in range of her telekinesis, levitated them by their necks. The invisible force constricted around their windpipe depriving them of breath. The Black Knights flailed their legs wildly trying in vain to break free. The thrashing slowly died down, and, eventually, their bodies went limp. Cornelia tossed them to the side and galloped away.

"Now it's your turn, Zero."

* * *

><p>Suzaku was scanning the ground for a safe place to land when he caught a glance of a flock of Black Knights<p>

"What the hell!" He blurted out just before both eye cameras went offline. Suzaku heard hooves beating down on metal.

Just outside the Lancelot, the Geass-controlled Black Knights were fulfilling Lelouch's command to blind the Lancelot. The glass over its eyes was shattered. Embers sparked from the busted cameras mounted inside. Some of the recruits were kicking the two Factspheres, which were mounted below the shoulders, with their rear legs. The Factspheres were sturdier than the cameras. Cracks were branching out with each kick, but otherwise they were still functioning. Kallen and a few other Black Knights were taking out the rear-mounted cameras. Kallen smashed one with her front hoof.

"The shoulder blade camera is on your left, Koga," said Kallen. The recruit looked to his left and saw the baseball-size spheroid with a lens protruding from it. He struck it repeatedly with his front hoof until it fell off and then floated over the camera on the other shoulder blade and knocked it out as well.

Suzaku, realizing what was going on, immediately retracted the Factspheres and switched to the secondary cameras. Only half of them were still working. The Lancelot swatted at the Black Knights with one hand while the other one was hanging by the Slash Harken embedded into the support column.

The Lancelot caught one Black Knight off-guard. The impact with the Knightmare's metallic arm killed the ill-fated Black Knight instantly. Suzaka managed to hit a winged mare with a glancing blow. She spiraled down in a controlled crash-injured but still alive. Unfortunately, for Suzaku, the rest of the Black Knights were too relentless, too agile to simply bat away. They manage to weave around the Lancelot's free arm. The onslaught was getting to be too much for Suzaku. He reeled out more line from the Slash Harken in order to put some distance between him and the swarm of Black Knights. The Lancelot propelled down the support column, but just before it reached the floor, Suzaku spotted C.C. waiting for him at the base of the pillar. Suzaku aimed the Slash Harken at C.C. when a green and red streak flashed across his monitor just before a hoof struck the arm camera. Static flashed on the screen for a second before it went black. Suzaku reeled in the line back in pulling the Lancelot back up again. Suzaku then aimed the waist Slash Harken at the roof and fired. The Lancelot swung across the Low Ground Level placing some distance between him and the airborne Black Knights and C.C.

As it sped away on its Landspeeders, the Lancelot reached back. The other arm camera was still working. Suzaku watched the Black Knights following him. The Lancelot slowed down just enough to for his pursuers to keep up as he led them away from the main forces.

"This is should be far enough away from the Viceroy's forces," he said to himself. The Lancelot made a hard 180 degree turn and reached into the containment module.

Kallen spotted the Lancelot taking out a chaos grenade. "Take cover! He's throwing a grenade." Kallen banked and changed course heading for a support column.

"No," said Koga, "we have to blind the white knightmare!" The other winged Black Knights, still under Lelouch's unintended Geass command, flew into the hailstorm of shrapnel.

Kallen watched her troops, the bravest ones under her command, cut to pieces effortlessly by the white Knightmare as she took cover behind the support pillar. The promise she made to them that everything would be okay was broken. She struck the pillar and made a small crack on the surface. The white Knightmare, having taken out this nuisance, sped back to the battlefield. Kallen trailed behind it.

* * *

><p>Despite being outnumbered and against better-trained soldiers, the Black Knights were holding their own, at least for now. But it was a race against time. The service entrance to the Lowline Level was still open; the recruits sent to close it off were dead. At any moment, Cornelia could send for reinforcement and overwhelm the Black Knights. And Lelouch knew it but felt powerless to stop their impending doom. All around him was the chaos of close-quarter, hand-to-hand combat. His life was in the hands of the recruits...or was it? He was no longer limited physically by his frail health. The power of mind over matter was his to wield. And for whatever reason, his was heads and shoulders above the other horned Black Knights.<p>

Lelouch hoisted a Britannian into the air and slammed him into the lead to a V-shaped formation of Britannians that was, up until a moment ago, backing a squad of Black Knights into a support column. The momentary disruption was enough for the Black Knights to charge in finish breaking the formation. The Britannians last but a minute before they were all cut down.

"You there!" Lelouch called out to the Black Knights who he saved. "Block the service entrance with the barn fire trucks before Cornelia can get reinforcements."

A concerned horned mare looked intensely at the bloodied wrapping over Lelouch's left eye. "What happened to your eye?" She asked.

"I'll go into details later. Now hurry!" Lelouch ordered.

"Are you sure you'll be okay?

"Yes, I'll be okay. Now stop wasting time!"

"Yes sir," they said in unison. The squad pulled out of battle and headed for the wagon.

Lelouch kept watch over them just to make sure they followed instructions. Then, all of a sudden, there was something constricting around Lelouch's throat. He gasped, in vain, for air but only a whiff made it through. He was being hoisted above the ground. Lelouch then felt his head being forcefully tilted downward until he was staring Cornelia herself in the eyes. Her horn glowed with the same aura as the one wrapped around Lelouch throat.

"How do you like it?" Cornelia grinned sadistically. "I learned about the power from watching you destroy that Ganymede. I have you where I want you, you weakling. Clovis will be aven..."

Something jabbed into Cornelia's side. It went through the gaps between the rips. Cornelia lost her hold over Lelouch and dropped him. The tables had been turned. It was Cornelia who struggled for each shallow breath. But it wasn't some unseen force smothering her. It was inside of her; suffocating her from within. Cornelia forced the air into her lungs only to convulse into a coughing fit forcing it to split out of her mouth. It was blood that she coughed out. Cornelia was bleeding internally and drowning in her own blood. She looked to her side and saw a horned stallion with a spikey crimson mane and blue coat stained red. His horn impaled into her side. Cornelia could feel her body going cold as she struggled just to stay conscious.

"The only one's going to die is you, you Britannian bitch," said the horned stallion. He ran to Lelouch's side. "Zero, you okay, man? What happened to your eye?"

"I'm okay Tamaki," said Lelouch. "Now go help Tohdoh with the troops."

"I can't leave you like..."

"Just go! Now!"

Tamaki backed away from Zero. "Alright already," said Tamaki as he went off to help the other Black Knights to seal off the service entrance. "I was only trying to help."

Lelouch pulled down his mask and trotted to Cornelia's side. "Cornelia, can you hear me? It's your younger half-brother, Lelouch."

"I see," Cornelia whispered. "So, you were Zero the entire time. Darlton was right. He said it was someone who bore a grudge against...against...aga..." Her eyes rolled into the back of her head and she slumped over.

Lelouch shook her violently. "Cornelia! Cornelia!" But there was no response; no breath, no beating heart, no life. "No," Lelouch shook his head. "Not now. Not without my answers!"

"Zero!" Lelouch recognize the booming voice overhead. It was Suzaku. Lelouch slipped back on his mask and galloped into the battlefield and away the white Knightmare chasing after him.

"You'll pay for all the lives you destroyed!" Suzaku yelled.

Lelouch yanked a Britannian soldier into the white Knightmare's path. The Lancelot swerved out of the way and barely avoided hitting the Britannian. Suzaku activated the Factspheres and scanned the battlefield for Zero. Suddenly, the green and red streak, from before, slammed into the right Factsphere knocking it offline. The green and red streak, Kozuki Kallen to be exact, began kicking the left Factsphere until it too went offline. Immediately, the other cameras began to go out. The right arm camera cut off, followed by the two kidney cameras on the sides just above the waist. The loss in visibility made it even harder for Suzaku to swat at the red and green mare, which made destroying the camera that much easier for the winged Black Knight. The last ones to go were the knee cameras. The Lancelot was now blind.

Suzaku slammed a hoof on the control panel. "Damn you, Zero!" He cursed. "No, I'm not going out that easily." Suzaku descended from the cockpit with the tow cable, when, halfway down, the green and red streak rammed Suzaku in the side and knocked him off. Kallen landed at Suzaku's side

"Surrender, you're a prisoner of the Black Knights." She said.

_It can't be her,_ thought Suzaku. Kallen? Kallen Stadtfeld," Suzaku asked, "is that you?"

"Suzaku? But why?"

"That's what I should be asking you. You're Britannian."

"I'm Japanese, and my real name is Kozuki Kallen. My Britannian heritage means nothing to me."

"It's not too late for you. If you surrender now..."

Kallen opened her wings. "Like hell I am!"

"Then you leave me no choice," said Suzaku. The two charged into each other.

* * *

><p>Guilford impaled yet another Black Knight with the tribal Zulu spear tied around his waist. The Black Knight let out a deafening scream before he drew his last. Guilford pressed his front legs against the lifeless corpse and deposited him on the ground with the other Black Knights.<p>

"I believe that's the last of them," said Guilford as he surveyed the area near the service entrance. "Sir Madison," he said a horned Britannian knight, "go to the Lifeline Level and fetch the reserves. We'll finish off these Elevens once and for all." With his horn lit up, Sir Madison galloped up on the onramp to the level above them.

"Hold the service entrance. Reinforcement will be here soon," said Guilford as he galloped away with a flashlight held firmly between his teeth that scanned the area for his lady. The battle was a maelstrom of ponies fighting for dear life; a jigsaw puzzle of a hundred smaller clashes. It was difficult to distinguish Black Knight from Britannian in the dimly lit level without getting up close and personal. Guilford paused and spat out the flashlight. "Viceroy! Viceroy!" He called out. Guilford resumed his search along the perimeter of the battlefield until he came across a horned mare with a hot pink mane and white coat lying on the ground. Guildford took a second to build up his nerves to confirm his worst fears. Cornelia was lying in a pool of her blood that poured from a gaping wound on her left side.

Guildford's world came crashing down. He had failed his duty as Cornelia's personal champion. The one person in the world he swore to protect above all others was dead. Guilford fell to knees beside his lady; eyes staring at the lifeless body of his princess in disbelief. Cornelia's blood stained Guilford's forelegs. Slowly, as the reality of Cornelia's murder sunk in, despair gave way to rage. Guilford revved on his hind legs and let a blood-curling neigh that caught the attention of a group of several Black Knights nearby.

"Hey, are you okay?" One of them asked in Japanese. Guildford's only response was to cut them down in a matter of seconds.

* * *

><p>"This isn't looking good, Zero," said Tohdoh shaking his head. The Britannians had gotten their second wind. In the background, they could hear Sir Guilford directing the battle with the drive and vigor of a fanatic. "Our forces are stalemated, but it can all change in an instance once the Britannians call for reinforcements, and we can't block off the entrance to stop them."<p>

"Then we have no other choice but get as many of our forces out of here as possible. Order the troops back to Old Tokyo."

"But what about the perimeter defenses?"

"Escaping with half of our forces is better than losing them all."

"Coward!" Lelouch and Tohdoh turned their head and saw at the distance Suzaku. At his feet, beaten and bruised, was Kallen. "After coaxing these innocent Japanese into fighting your battle, you're running away!"

"Don't talk as though we're naïve children," Tohdoh rebuffed. "The Japanese won't make excuses fighting for what believe in."

"I won't let you escape." Suzaku galloped at full speed at Tohdoh and Zero, leaped into the air, and performed a spinning round kick. Tohdoh shoved Lelouch out of the way and took the full blunt of the strike. Rips cracked from the force of Suzaku's hoof. Suzaku was caught off balance. The strike was intended for Lelouch, not Tohdoh. Suzaku hesitated for a split second from the shock of assaulting his old mentor. Lelouch did not allow Tohdoh to sacrifice himself in vain. The full power of his telekinesis was directed at Suzaku. The sudden release of power sent Suzaku flying into the side of a support column. The wind was knocked out of Suzaku's lungs. As Suzaku struggled to regain his breath, Lelouch levitated Tohdoh and Kallen on the back of two Black Knights and together, they made a strategic retreat.

After an exhaustive gallop through the Low Ground level, Lelouch, Kallen, Tohdoh, and the two Black Knights carrying them made it to the Settlement perimeter. "When I give the order, make a run across the perimeter."

"Sir, we can't," a winged Black Knight spoke up. It was Tomoya. Beside him was his friend Sunohara. "None of the ones that tried made it out." It was as Tomoya had said-the number of dead Black Knights lining the perimeter had tripled.

It was then that Lelouch realized that either Cornelia or Guilford ordered the perimeter defense to concentrate on the H and I sectors. He should have known this was coming. In the distance were the Britannian forces, whose numbers were being multiplied by the thousands that poured through the service entrance. A flurry of thoughts ran through Lelouch's mind.

_Should we stay and fight?_

_ No, that would be suicide!_

_ I could order these two to fly back up and get reinforcements._

_ There isn't time for that!_

_ Use Geass against the..._

_ There's too many of them to use the power!_

_ What if I surrender? Then, I can use Geass to escape later._

_ It would be foolhardy if it wasn't for the fact that the other alternatives are worse. Surrender is the only option left open for us._

"I need a white cloth-a handkerchief or article of clothing will do."

"No! Please Zero don't!" Kallen, who was still suffering from the injuries inflicted on her by Suzaku and still on the back of that Black Knight, pleaded in a sickly, weak voice. "We can beat them. Don't surrender." Lelouch ignored her and took hold of a white undershirt that was, up until a moment ago, worn by a rather shy, self-conscious mundane stallion that was cuddled up trying to conceal the exposed portion of his body.

Lelouch walked ahead of the Black Knights and waved the undershirt as their 'flag' of surrender. The Britannians stopped in their tracks. _Are they trying to decide whether or not to accept my surrender? _Suddenly, a spear tore through the white shirt. Ahead of the advancing Britannian forces was Guilford. His eyes burned with hatred.

"You think I'll accept your surrender after murdering the Viceroy?" Guilford growled. He then looked over his shoulder. "Take revenge for our fallen princess. Don't leave a single Eleven alive," he ordered.

"Yes, my lord," the Britannians said in unison. The stampede of Britannians was heading for the cornered Black Knights.

"STOP!" The sound of that familiar voice was enough to cause the Britannian forces to halt their attack. The Black Knights were utterly confused. They could offer no resistance to the overwhelming forces set against them. Yet, the Britannians were ordered to cease their attack. Lelouch knew what was going on-as a Britannian, it was no shock to him that they stopped in their tracks. A dutiful Britannian worth his salt, especially one in the military, would follow orders given to him by a noble, especially a princess.

The Britannians were stepping aside to make way for their new viceroy. Euphemia and the two ponies that broke into Ashford Academy, Sorato and Meadow Prancer, trotted along the path cutting across the Britannian army and came halfway between them and the Black Knights.

"Zero, I, acting Viceroy of Area 11 Princess Euphemia le Britannia..." Euphemia became choked up at the thought of her elder sister's passing and wiped away the tears running down her muzzle, "...wish to speak to you on behalf of the Britannians stationed here." Euphemia took a deep breath to calm her nerves. She pushed her emotions to the side. The luxury of mourning for Cornelia was not hers, yet. Euphemia reminded herself that, if she didn't act with composure, more Britannians and Elevens...no...Japanese...will die.

Lelouch trotted over to the Princess. "And what is it that you wish to say on their behalf, acting viceroy?"

Euphemia tilted her head in humility. "As Viceroy of Area 11, I hereby surrender our forces and the Settlement to you." There was a commotion amongst the soldiers on both sides.

"Please Sub-Viceroy...I meant Viceroy..., do not surrender," Guilford begged. "What of your sister, the former Viceroy? Permit us to avenge her death."

Euphemia gave Guilford a fowl look. "Cease this talk of revenge, this instant, Sir Guilford. No one else should have to lose their sister." Euphemia turned away to hide the tears rolling down her muzzle.

* * *

><p>The inhabitants of the Tokyo ghettos gathered by the millions in front of the Tokyo Settlements. Lelouch stood over the edge of the Low Ground Level behind a podium. He wore, in addition to his Zero costume, an eyepatch, which had the symbol of the Black Knights etched on it, over his left eye. On Lelouch's left was the defunct viceroy of Area 11 Princess Euphemia, Suzaku, Sir Guilford, and General Darlton. On his right were his commanding officers, Kallen, Tohdoh, the Four Holy Swords minus their fallen comrade Shogo Asahina, Ohgi, and Tamaki, and two new faces. One was an elderly winged stallion with no mane, a light brown coat, and a mine car filled with ore on his hind quarter. The other was a mundane filly with a solid black mane, light pink coat, and a red and purple paper fan on her hind quarter. The mundane filly stared affectionately at Lelouch. The Lancelot stood behind them. A wire ran from a microphone on the podium into the Lancelot's cockpit.<p>

"I hereby declare our independence from Britannia," Zero's voice boomed through the Lancelot's loudspeaker, "but don't take this to mean the resurrection of your fallen nation. We will not turn back the hands of time. The new Japan that we will go on to build shall be one broad enough to accept all people, histories, and ideology, where the strong shall not reign over the weak and it will be called the United States of Japan." A million cheers rang out through the ghettos. The Japanese people were finally free.

* * *

><p>Across the Pacific Ocean, on the Coast of Alaska, modern-day ships of iron and steel were being refitted with sails of old. Teams of winged Britannians were draping haphazardly stitched canvases along rudimentary mast that were installed on the smaller oceangoing vessels in ports. The beefier ships were ignored by the refit and left out to rust. Teams of mundane and horned Britannians pulled loads back and forth between the refitted vessels. Standing on an adjacent hill and observing the shipbuilders working tirelessly was a rather large, muscular horned pony. He had white mane styled like the wigs donned by British judges and a red coat of fur. On his back was a blue cape held fast by a gold cord around his thick neck. Beside him was a small horned colt with an orange coat of fur and a platinum blonde mane so long that it dragged along the ground.<p>

"I received word over shortwave that the Order of Geass has secured the Thought Elevator in Africa," said the colt.

"That should just leave one Thought Elevator left," the large horned pony spoke in a deep voice.

"That is correct-the one in Japan on Kamine Island. I've sent Rolo ahead to secure C.C. for us. By the way, how are the refits coming along?"

"Ahead of schedule. We're able to compensate for our lack of technology with the abilities given to us by these new forms. Also, another twenty thousand workers will be sent here from Seattle by the end of the month. It won't be long before our fleet will be ready."

"Excellent. Your daughters Cornelia and Euphemia will be eager to see you, little brother."

* * *

><p>I hope you enjoyed Chapter Five of <em>Rebel Against the Night<em>. Now that Lelouch has won the war, will be lose the peace as he struggles to rebuild the world devastated by their overnight transformation as well as keeping the peace between, not only Britannians and Japanese, but also amongst the different kinds of pony? And what plans do Nighmare Moon and Lelouch's father, the Emperor, have for the Japanese? Find out in the next chapter of _Rebel Against the _Night.

This fic will be on hiatus while I deal with in real life business and some other stories that I've been neglecting. How long? Not really sure, but I promise to have another chapter out as soon as possible.


	6. Chapter 6: In Search of a Gentle World

Rebel Against the Night

By

CrossoverManiac

Code Geass is owned by Sunrise, Inc. My Little Pony: Friendship is Magic is owned by Hasbro and created by Lauren Faust. This is a fan-based work not intended for commercial purposes. Character thoughts are _italics_.

* * *

><p>Chapter 6: In Search of a Gentle World<p>

The day of the Battle of the Settlement

A horned stallion was slumped over his desk scrutinizing a stack of mouth-written reports. He had copper-colored fur and wore a white regal coat adorned with gold shoulder pads that matched his blonde mane. The tapping of hooves outside was growing louder each second and was accompanied by the rattling of chains. The collective noise halted just outside his office and was followed by a knock at the door.

"Prince Schneizel, we brought the prisoner as requested," said a voice on the other side of the door.

The regal horned stallion put away the paper work. "Bring him in."

A guard trotted in ahead of a wild-eyed stallion with jumbled red hair and shackles around his front and back legs. The yellow fur coat he sported was pockmarked with sores and slashes. Despite the grueling torture, he could still smile, albeit with a grin that was a cross between sinister and oblivious. Following behind him were two other guards and a portly bald stallion with moss green fur, a tiny brown mustache, and wings dwarfed by his considerable girth. He wore an oversize blue coat and a monocle over his right eye.

"As you requested, your majesty," said the fat winged stallion, "the cult member that was apprehended during yesterday's raid."

"Bartley," Schneizel said with a frown, "I gave specific instructions for the prisoner to not be interrogated."

The fat winged stallion quivered. "By the time I reached the prison, the royal interrogators already started. Please forgive me, your majesty."

"It's all water under the bridge, Bartley," said Schneizel.

"Thank you, your majesty."

"Now wait outside with the guards."

"Please excuse me, your majesty, but I fear for your safety while left alone with this prisoner? Couldn't at least one guard stay in the room?"

"I appreciate your concern, but our guest is in no position to cause me bodily harm."

"Oh, I'm your guest now?" The prisoner spoke up. "I bet you happen to give that order right after they finished torturing me. Let me guess-good cop/bad cop, right?"

Bartley galloped around the prisoner and stared him down. "Are you implying his majesty is putting on an act?"

"And what if I did? So what?"

"You insolent little..." Bartley yelled.

"That's enough Bartley," said Schneizel. "Take a moment to calm down."

"Right away, your majesty," Bartley nodded ardently and went out the door.

"Now we can speak in private."

"And what was so important that you have to run your guards and fat flank go-for colt off?"

"You're Jonathan Anderson, am I correct?"

"No, my name *was* Jonathan Anderson. It's now Screwloose Grove."

It took every ounce of disciple that Schneizel had to keep from chuckling. "My how...unique. Is it a part of your religion to change your name?" Screwloose nodded his head in response. "It doesn't sound like they have much respect for you."

"Actually, I picked it myself," said Screwloose.

"Well, Mr. Grove," said Schneizel, "I was wondering if you could validate or dispel a rumor that started almost immediately after the night of the transformation."

And that rumor is?"

"Our more emotionally delicate citizens have, in their search for meaning in this happenstance, has fallen prey to the lure of a charismatic cult leader. According to the rumors, this cult leader is a female and a hybrid of the winged and horned ponies."

"I believe the term you're looking for is 'alicorn'," Screwloose corrected Schneizel. "Our princess is an alicorn."

"Mr. Screwloose, if you provide accurate information on your *alicorn* princess, you will receive a full pardon for your sedition against the Holy Britannian Empire."

"Why do you need me?" Screwloose yawned. "The Great and Powerful Britannian Empire can't find one little alicorn."

"To be honest, we're not so sure if she even exists. There has been reported sighting throughout the Empire, even in the capital city. I find that rather difficult to believe given the current state of technology. Tell us, how much truth is there to the existence of this cult leader? There wouldn't, by any change, be more than one of these 'alicorns'?"

"You wild ponies are so dense."

"Care to explain."

"It never occurred to you why our princess is able to travel around the globe or...turn hairless apes into ponies."

"You believe your leader changed you."

"I don't believe. I know she did."

"Give me the location of your princess and not only you'll be a free man, but you will be a national hero."

Screwloose chuckled. "And what would you do if I brought you to her? You can't hurt a living goddess, Schneizel el Britannia. Your titles are worthless when compared to a deity."

"Then I have no further need of you. Guards!" A few seconds later, the palace guards heeded Schneizel's call and entered the room. "Have this man sent to the Pendragon Mental Hospital. There's nothing more to be gain from interrogating this mentally disturbed individual."

"I'M NOT CRAZY, DAMN YOU!" Screwloose screamed as he was being dragged off. "I'D GIVE MY RIGHT HOOF TO SEE THE LOOK ON YOUR FACE WHEN OUR PRINCESS REVEALS HERSELF TO THE WORLD! YOU WON'T BE SO SMUG THEN!" Screwloose's frantic laughter slowly died down as the guards carried him off. Moments after the guards left with their prisoner, Bartley crept inside. "Good, I'm glad you're here, Bartley. Have that prisoner under observation at all times. And send a memo to our intelligence agency to send covert agents into the Pendragon Mental Hospital posing as both staffs and patients."

"I mean no disrespect, your majesty, but isn't he insane? You said so yourself."

"I have my reasons." Schneizel reflected on the interrogation.

"I understand, your majesty."

_No, you don't understand, Bartley. He maybe insane or he may have had contact with a being powerful enough to alter the physical form of billions and to render our technology useless. Real or not, if this rumor spreads, it will create panic in the Empire, and if real, then we must hunt down and capture their leader or kill her, if such a thing is possible. In either case, it is better to discredit him as a bedlam than to treat him as a traitor._

* * *

><p>The night after the Battle of the Settlement<p>

Inoue beamed with pride. The winged mare trotted with her muzzle held up as she, Sugiyama, Yoshida, Minami, and Kallen made their way through the vast expanse of streets covering the High Ground Level. The Settlement, the monolithic structure that towered over all of Tokyo, the ever present reminder that the Japanese were a downtrodden people, was now under their control. The Viceroy's Palace was slated to be the Black Knights' new headquarters. Tomorrow morning, the rising sun would greet a Japan free from the yoke of its foreign oppressors. And tonight would be a night to celebrate, or at least that's what Tamaki claimed. Inoue had no idea what the brash horned stallion had in store for them except that it would take place in front of the palace gates. The founding members of the Black Knights were greeted by a group of horned and mundane recruits gathered around banquet tables with lit candles set at their four corners. In the center were bottles of wine. Most of the wine was the libations usually consumed by the commoners. However, the table at the very front had the best vintages that money could buy. There wasn't a bottle that wasn't worth less than twenty thousand yen, or at least back when a yen was worth anything. The night dazzled from the neon light show beaming from some of the horned ponies in the crowd. One of the spotlights, rather than pointing up into the night sky, was directed at Inoue and the others.

"Yo!" Tamaki called out as he pushed his way through the crowd. Shadows passed in and out of the beam as ponies walked through the light emitted from Tamaki's horn. "Over here, guys."

"Is this what you were planning?" Inoue asked.

"Damn straight it was. I'll finally get to throw that shindig for the recruits I've been planning. You like what you see?" Tamaki smiled mischievously. "I reserved this table especially for you guys." Tamaki pointed to the wine bottles. "I found this in the Viceroy's cellar. Best wine Britannia has to offer." Tamaki shined his light on the others again and frowned. "I thought I told you to bring the guys from the airborne divisions."

"We would have," said Sugiyama, "but we didn't know what we were bringing them to. You kept it a secret from us."

Tamaki rolled his eyes. "Oh whatever. And how come Ohgi's a no-show? And where's Tohdoh and the Four Holy Swords?"

"Ohgi's already in the bed asleep," Minami scoffed. "You know he's still in recovery."

"And what about Tohdoh...and the Four Holy Swords?"

"They're making funeral arrangements for Asahina," said Sugiyama. "He was killed in the attack against the White Knightmare."

Kallen scraped the ground and snorted in angry directed at her "treasonous" classmate Suzaku.

"Something wrong, Kōzuki?" Tamaki asked.

"No, nothing's wrong," Kallen lied.

"Then in that case," said Tamaki. He took hold of a champagne bottle by his teeth and nudged it against Kallen.

"I'm underage, Tamaki."

Tamaki put the bottle down. "Oh live a little, Kōzuki. I won't tell if you won't," Tamaki smiled.

"I think I'll turn in early." Kallen spread her wings and flew off.

"Don't be a stick in the mud!" Tamaki yelled at the sky. "Oh well, more for us." Tamaki bit the bottle by the top, tilted it up, and gulped down the vintage wine.

The others did not share Kallen's temperance against alcohol consumption and helped themselves to the wine set out before them. Two months as ponies had given them enough time to adjust to handling objects without hands. Though they appear to be out of place amongst the libations, the teacups were a practical necessity. The mundane and winged Black Knights could open their mouths wide enough to hold the teacups between their teeth. They needed only to tilt their muzzle upward and let the wine trickle down their throats.

Sugiyama was on his third drink when a mundane stallion with a dark green mane and orange coat said over his shoulder, "nice wings you got there."

Sugiyama was feeling a little self-conscious. He didn't swing that way, after all. "Yeah, thanks," he said with as much indifference as he could feign.

"I bet you put'em to use flying off to safety while leaving us ground troops to die."

Now Sugiyama was pissed. "Excuse me."

"No, I won't excuse you. While you were hiding in the clouds, that white Knightmare was mowing us down. My kid brother was cut in two by that Knightmare's oversize scythe."

"I'm sorry to hear that, but we weren't responsible..."

"Go to hell, flyboy!"

"Hey guys, save it for the Brits," said Tamaki.

"We took care of the Brits, no thanks to you winged ponies." There were a few nods of agreement in the crowd.

"Don't you dare talk to him that way," said Yoshida.

The irate mundane stallion directed his anger at Yoshida too. "Just who side are you on, anyway?"

"Sugiyama and I fought against the Britannians long before we were transformed. A recruit has no right to talk to his sempai that way."

"You can both go to hell for all I care."

"Say one more word against any of us and I'll..."

"Let me handle this, Yoshida," said Sugiyama. Against his better judgment, Yoshida cautiously backed away to let his friend 'handle' it himself.

"Yeah, I wanna see you handle it without any help from your babysitter, flyboy," the mundane stallion said mockingly.

"You better think this through because the last thing you should want is a piece of me."

Tamaki jumped between the mundane stallion and Sugiyama. "Hold your horses, will ya? We're all Black Knights."

"Those good-for-nothing flyboys don't deserve to be called Black Knights," said the mundane stallion.

"I'm no deserter."

Come on, guy, don't be that way. Let's just put all that behind us and have some drinks."

The mundane stallion sidestepped Tamaki and slammed a hoof against Sugiyama. Then Yoshida mule kicked the mundane stallion. Then some of the other recruits jumped in the fight. They pounced on Yoshida and Sugiyama. It was about to break out in the full blown street fight when Tohdoh and three remaining Holy Swords pulled the pile of recruits off Yoshida and Sugiyama.

"Just what the hell has gotten into you?" Tohdoh yelled. His authoritative tone, homed by nearly two decades in the military, was intimidating enough to take the fight out of the recruits. "We came here looking for Kōzuki and, instead, found you having a street brawl. A day hasn't gone by since the Britannians were defeated, and we're already fighting each other. You're all a disgrace to your nation."

"But those flyb..."

"You've said enough already soldier. Now go back to your barracks." With that order, Tamaki's little get together ended in shambles.

"And you two," Tohdoh scolded Yoshida and Sugiyama, "I expected more from Zero's top lieutenants."

"They kinda got jumped," said Inoue.

"They can speak for themselves."

"It's true," said Yoshida. "That guy had something against the air divisions and took it out on Sugiyama," he said pointing the mundane stallion that started the fight.

The mundane stallion was at the banquet table and about to get another drink when Tamaki crushed the teacup under hoof.

"Lips off my booze!" Tamaki yelled. "This is why we can't have a nice little get together. If you held your liquor, this won't have happened."

"I'm not drunk."

"Yes you are. You're an angry drunk, and you got all pissed and picked a fight with my friends."

"You there!" Tohdoh stared down the mundane stallion. "You're coming with me before you pick another fight."

The mundane stallion shook his head emphatically. "You're not locking me up are you?"

"Yes, we're locking you up. Now do you want to make it harder than they already are?" Tohdoh looked at Tamaki. "And what do you have to say for yourself?"

Tamaki backed away. "Don't look at me like that. I tried to keep a fight from breaking out."

Tohdoh looked back at Inoue. "Is that true?" Inoue nodded. "Clean this mess up and go back to the barracks." Tohdoh and his Holy Swords escorted the mundane stallion to a holding cell.

Tamaki sighed and took some few more gulps from the champagne bottle. "Man, I'm depressed."

* * *

><p>Four days after the Battle of the Settlement<p>

Lelouch was in his office going over the casualty reports with Diethard and Ohgi when there was a knock at the door.

"Yes, who is it?" Ohgi asked.

"It's me-Kōzuki," Kallen replied.

"We're kind of busy right now. What do you need?"

"Our Britannian liaison is demanding to speak with Zero and being a royal pain in the ass about it too."

"Let her in," said Zero.

Kallen trotted into the room with Princess Euphemia.

The former sub-viceroy of the former territory of Britannia bowed her head as an offering of respect to Lelouch.

"Princess Euphemia," said Lelouch. "Are you here about the Britannians' food rations?"

Princess Euphemia shook her head. "You've been more than generous with the food rations. I wish to have a private conference with you, Zero."

"Whatever you have to say to Zero, you can say it in front of us," Kallen said forcefully.

"Kōzuki," said Lelouch, "I will grant Euphemia's request for a private audience."

"But why..." Kallen gasped. "You're can't trust..."

"You worry too much." Lelouch said reassuringly. "The princess wouldn't be so foolish as to harm me in our own headquarters."

"Zero said he'll be okay," said Ohgi as he placed a comforting hoof on Kallen's shoulder. "Come on, we have to do inventory checks on the equipment we confiscated from the Settlement."

"Yeah, I guess," Kallen sighed.

Lelouch peeked out the door and watched Kallen, Ohgi, and Diethard disappear around the corner of the hallway.

"Have they left?"

Lelouch nodded. "We're alone now. What was it that you wanted to speak to me about?"

"Lelouch, it's you, isn't it?"

Lelouch pulled down his face mask. "I had a feeling that was the reason why you came, Euphie."

Euphemia ran over to Lelouch and nuzzled against him. "Oh Lelouch, I'm so glad to finally see you face to face." Euphemia ran her hoof over Lelouch's mane. "Your hair hasn't changed."

"Nor has yours, dear sister. Tell me, do you feel any ill-will towards me?"

Euphemia lowered her head. "That's why I waited so long to speak to you as your sister. Lelouch, tell me the truth-how did my sister die?" Euphemia was trembling. Her eyes were tearing up.

"What do you mean?"

"Did you...kill her in cold blood?"

Lelouch shook his head. "Cornelia died in the heat of battle." Lelouch shivered as Euphemia rested her cold, tear-drenched cheeks on his back.

"Oh thank God," Euphemia cried. "I don't think I could bear the thought that you'd..."

"...maliciously take her life? As I did Clovis's?"

Euphemia nodded. "I know this sounds selfish, but you, Nunnally, and Suzaku are all the family I have left in Japan. I don't know if I could confide in you if you did." Euphemia wiped her face and sniffed. "Oh dear, I got your back all wet."

"It's nothing to worry about, Euphie." Lelouch levitated some tissue paper off his desk and wiped off.

"Have you been to see Nunnally, Lelouch?"

"Not as much as I wish. Every now and then, I manage to slip away from my men long enough to speak with her briefly. I've been seen partially unmasked. If I go back as Lelouch, I risk my true identity being discovered."

Euphemia then turned her attention to Lelouch's eyepatch. "Your eye? How bad is it?"

Lelouch immediately pulled away from Euphemia and shielded his left eye. "You can't look at it. The doctors told me to keep it covered at all times."

"I wasn't going to pull it off, Lelouch," said Euphemia. Lelouch eased his front leg away from his eye. "Is it permanent?"

Lelouch nodded. "The doctors said there was a small chance my eye would return to normal but not to count on it." Lelouch looked to the side for a moment to collect his thoughts. "Euphie, there's something I've been meaning to ask."

"Yes, Lelouch?"

"Since Japan lost all of its sakuradite, we've been without power and..."

Euphemia sighed as she listened to Lelouch. "If this is about the alternative power source we used in the Lancelot, the answer is 'no'. I can't give you that information."

"It would make life easier for both the Japanese and Britannians."

"...or it can be used as weapon. I'm sorry Lelouch, but I can't risk you having that technology."

"I understand."

"I know people are suffering with the loss of technology, but the new power source is too easily abused to permit either you or father to have it." Then the oddest thing happened. Out of the corner of Euphemia's eye, the minute hand on the wind up clock setting on Lelouch's desk shifted angles instantly. She could have sworn it was twenty minutes after two, but instead, now it was twenty-five minutes till three.

"Time seems to fly doesn't it, Euphie?"

Euphemia giggled. "I guess that means we had fun right?"

"Oh one more thing, Euphie," said Lelouch. "My classmates from Ashford Academy will probably be under your care. Please, do your best to keep them safe."

"I'll do my best to keep an eye on them."

Lelouch smiled. "Thank you, my dear sister. You are my only link between them and me." Euphemia embraced her half-brother one last time before departing. About a minute later, Diethard, Ohgi, and Kallen walked back inside Lelouch's office. "Has Euphemia left?"

"We saw her passing by," said Ohgi. "Why did you ask?"

"I have discovered the identity of the Britannian scientists that created the white Knightmare's alternative power source."

All three of Lelouch's subordinates were in shock.

"How did you find out?" Diethard asked.

"I have an informant working inside the viceroy's palace. It is of the utmost importance that we find them and do so without Euphemia's knowledge. Their names are Earl Lloyd Asplund, Cecile Croomy, and Nina Einstein.

Kallen was aghast. "Did you just say, 'Nina Einstein'?"

"Do you know her?"

Kallen had to sit down just to take the shock that her timid classmate was one of the technical geniuses that nearly gave Britannia victory in the battle for the Tokyo Settlement. "Nina's a classmate of mine. She's on the student council with me."

"Excellent. We can use that to our advantage. Get in touch with the other members of the student council and see if they know of Miss Einstein's whereabouts."

Beneath his mask, Lelouch had a smile a mile wide. _I never would have imagined that our little Nina Einstein could be capable of such brilliance. Thank you, Euphie, for not only giving me the keys to a new energy source but also a weapon of unprecedented power. With this 'atomic bomb' in my hands, crushing Britannia will be child's play._

* * *

><p>Three weeks after the Battle for the Settlement<p>

Sorato was emotional drained. Princess Euphemia assured him that they have accomplished much but the mass graves that he kept visiting out of some need for self-mortification said otherwise. There were more bodies in those shallow pits than there were ponies in the hometown he grew up in. The last few nights have been one staring at the ceiling contemplating on what he could have done differently to save those lost ponies. Sorato was glad Meadow Prancer didn't get wind of his little incursion. She would have pitched a fit and accused him of being morbid and trying to guilt himself into a suicidal depression. Since the Black Rebellion, it was Meadow Prancer's sworn duty to get him out of his funk.

"Quit dragging your hooves, Sorato," said Meadow Prancer as she shoved Sorato from behind.

"Ouch!" Sorato jolted forward. "Watch the horn will ya?"

Meadow Prancer grinned sheepishly. "Sorry."

"Don't be sorry. Just stop poking me with your horn."

"I can't help it. You're dragging your hooves. The local watering hole will be closed before I get a chance to wow all the stallions with my fancy new outfit." Meadow Prancer's komodo had roses of various colored etched on the white fabric.

"Yeah, nice robe...ouch!" Sorato yelped again, but this time Meadow Prancer bit his tail and yanked on it. "What did you do that for?"

Meadow Prancer pointed a hoof to a bar with a hastily put up sign written in kanji. "We're here."

The two trotted in and was greeted by the stench of alcohol. Japanese ponies sat around elegantly carved oak wood tables sipping their drinks while conversing among each others. Meadow Prancer and Sorato were greeted by an earth pony stallion that was tending to the bar.

"Welcome to the Tenshi Lounge," said the bartender. "Is there anything you'd like to drink?"

"Got any salt lick?" Meadow Prancer asked.

The bartender had a confused look on his face. "If you mean a Lick Sip and Suck, I can't help you. We don't have Tequila. All we have is homebrewed sake."

Sorato leaned over and whispered into Meadow Prancer's ear. "These ponies still think like apes, remember."

"I guess I can try that."

"And what about your boyfriend?" The bartender asked.

"He's not my boyfriend," Meadow Prancer objected. "He's a just a friend, that's all"

"The same as her," Sorato grumbled.

The bartender poured the sake into two saucers. "That'll be 900 yen."

Meadow Prancer placed a 1000-yen bill on the counter. "Keep the change." She then turned her attention to Sorato who was staring into his cup. "Having fun watching your drink?"

"I'm not in the mood right now."

"Well, you need to get into it. You've been a real buzz kill since the Black Knights took over."

"Well, excuse me for letting a little thing like a half-million dead ponies get me down!"

Meadow Prancer averted her eyes away from Sorato and sighed. "I didn't mean it like that. It's just that I'm worried about you." She then leaned over and whispered into Sorato's ear, "I can ask the princess to assign some other pony..."

"No, I have to see this thing all the way through. I can't just trot away from this mission, and you know it."

Meadow Prancer tapped Sorato on the shoulder and pointed to a corner of the bar where everypony was gravitating towards. "Wanna see what's going on over there?"

"I guess," Sorato shrugged. He downed his sake in one gulp before he and Meadow Prancer left the bar. In the center of the crowd was a voice that was somewhat familiar.

"...when I finally found Zero, that Britannian bitch Cornelia was choking him to death," said Tamaki. He made choking noses while pressing his fore hooves up to his neck. "So, I was like 'let go of Zero you Britannian bitch'. Cornelia was practically throwing everything but the kitchen sink. Knives were flying at me from all directions, but yours truly was too quick for her. I weaved around her attack, closed the distance, and," Tamaki then tapped on his horn, "ran her right through the heart." The young mares nuzzled up to the big war hero who had a lecherous smile on his face. "Don't be shy, ladies. There's plenty of Tamaki to go around."

"His ego's as inflated as that unicorn from..." Meadow Prancer whispered into Sorato's ear before noticing the death glare he was giving Tamaki. "Umm...Sorato?"

"He's quite the character isn't he?" The earth pony bartender was standing beside Meadow Prancer and with an amused expression on his face.

"Is he the guy that killed the viceroy?"

The bartender nodded. "He's kind of a celebrity-been here everyday since we opened and never had to buy his own drink."

"Can we leave, Meadow Prancer?" Sorato fumed.

Normally, Sorato's partner would have rebuked him for blurting out her pony name, but in his state of mind, Meadow Prancer decided to let it slide and get him out of there before...

"What's with your friend?" An indignant mare asked. All eyes were focused on Sorato, including Tamaki's.

"I remember you." Tamaki said pointing to Meadow Prancer. "You're the bimbo that was looking for Zero." Tamaki pulled away from the table and got in Sorato's face. "And you? You're Euphemia's messenger boy."

Meadow Prancer nudged Sorato to the side. "Yeah, and we got our message to Zero despite your best efforts to stop us, genius."

"Well, it didn't matter because the Black Knights took over the Settlement anyway."

"Didn't Zero surrender to Euphemia, and you only won because she didn't let the Britannians finish you off."

Tamaki gritted his teeth. "Who asked you, punk?" He then turned his attention on Sorato. "And you, I don't like the way you're looking at me. You got a problem or something?"

"I got a problem with anypony that brags about hurting others ponies."

"'Hurting other ponies'? What the hell are you talking about?"

"He means Viceroy Cornelia," one of the other Japanese ponies spat.

"You people-how can you celebrate another pony's death?" Then Sorato said to Tamaki, "and you-was the free booze worth killing for?"

"My wife is dead because of the Britannians," said another Japanese pony. "How dare you get holier-than-thou with us? Who the hell do you think you are?

"I'm sorry that your wife was murdered but celebrating somepony's death only makes finding peace harder."

"I don't get a damn about them!" The angry stallion had to be held back by his drinking buddies. "I'm hope Cornelia is burning in hell."

Meadow Prancer tapped on Sorato's shoulder. "How about we call it a night?"

"How about you don't?" Tamaki sneered as he shoved Sorato. "Are you a Britannian or some honorary race-traitor?"

"For the last time," Sorato said as he spun around and mule-kick Tamaki across the room. "I AM A PONY!" Meadow Prancer teleported to a safe distance away just before the room broke out in an all out brawl.

* * *

><p>Sorato was alone with his thoughts in his holding cell. The future for these ponies looked so bleak-so much death, so much bloodshed. Worst of all, the ponies here revel in it, though these feelings did not come about in a vacuum but, instead, fostered under a decade of brutal oppression. He knew why the Japanese hated the Britannians, but the hatred begets more hatred. In the end, the Japanese ponies were being harmed by their own cold, unforgiving hearts. He yearned for the princess to sail through the globe on her alicorn wings and put a stop to this insanity once and for all. Sorato's meditation was broken by the sound of keys jingling as a prison guard attempted to fit one key through the lock after another until coming across the right one.<p>

"Your Britannian master wants you?" The jailer said in a disparaging tone. Sorato followed his jailer through the cellblock and through a pair of double-doors where they greeted by Lelouch, Meadow Prancer, Euphemia, and Suzaku.

"Sorato!" Euphemia yelled out. She and Meadow Prancer gave Sorato a group hug. "When I heard you were in jail, I came here as soon as I could."

"You're certainly a sight for sore eyes."

"Sorato," said Lelouch, "is it customary for pacifists to pick fights?"

"I'm sorry I kicked your Black Knight."

"Only my Black Knight? For one who has such a disdain for conflict, you are quite the fighter. You were the only one left standing despite being outnumbered eight-to-one. Tell me, how did learn to handle yourself in a scuffle?"

"I just do."

Lelouch then addressed Meadow Prancer. "And you-Aida Akeno, isn't it?"

"Yep, that's my name- Aida Akeno," said Meadow Prancer. "Don't wear it out."

"Your ability to teleport is impressive. Perhaps you should consider serving the USJ as a Black Knight."

Meadow Prancer titled her muzzle as though the very offer was an insult. "Not interested in joining you bozos. Besides, I think we did more than enough for you anyway. If it wasn't for Sorato and me freeing Euphemia from that General Darlton guy, the Britannian army would have slaughtered you." Meadow Prancer smirked as she watched Lelouch focus on her with a hateful glare.

"And don't think I am ungrateful for your help. In fact, it's the only reason why I don't leave your friend here to rot. Just don't push your luck and get into any more barroom brawls." Lelouch brooded as he trotted pass Meadow Prancer. "I have other business to attend to."

* * *

><p>Lelouch telekinetically opened the lock to Tamaki's cell, which stirred the Black Knight from his peaceful slumber on the dirty mattress scrawled across the floor. Tamaki immediately stood up on all fours and galloped to Lelouch's side.<p>

"Oh man," said Tamaki with admiration for Zero in his eyes, "you don't know how happy I am to see you."

"I have a feeling you won't happy with me for very long. What's this I'm hearing about you reading messages meant for me and then destroying them?"

Tamaki looked like the proverbial child caught with his hand in the cookie jaw. "I was worried the Brits would make you change your mind about taking over the Settlement..."

"I don't need you making decisions for me!" Lelouch yelled. "Furthermore, since I formed the Black Knights, have I ever given any indication that my resolve for liberating Japan was wavering-well Tamaki?"

"No," Tamaki mumbled.

"Yet you thought I might if had I read the letter from Euphemia. Since I can't trust you to hand over vital information to me, I'm demoting you to platoon sergeant."

"Aw come on! How about cutting me some slack?"

"I am 'cutting you some slack' in light of the fact that you did save me from Cornelia. Otherwise, I would have booted you out of the Black Knights for that little stunt. Instead, you can spend some time learning how a platoon commander is supposed to act."

Tamaki held his head down. "Oh, alright. You win. So, who's taking my place?"

"Katsuragi Keima."

Tamaki's ears went limp. "Not that snob Katsuragi."

"Yes that snob Katsuragi...unless you want to quit the Black Knights."

Tamaki sighed. "No, I don't."

"Then it's settled. You'll report to Katsuragi tomorrow morning as his chief NCO. If you ever hope to regain your old position, then you'll give Katsuragi your full cooperation."

* * *

><p>Six weeks after the Battle of the Settlement<p>

The Black Knights comb the streets looking for Britannian flags, pictures the Emperor, or other members of the royal family An hour later, Britannian citizens filled the streets of the High Ground Level of the Tokyo Settlement with the Black Knights were performing crowd control. Unfortunately, for the students of Ashford Academy, the gymnasium was made into one of the processing centers which placed them first in line for being on the receiving end of Zero's plans. The students were mixed in teachers and their families members. And just outside the gate were thousands of Britannians full of trepidation of what the future will hold for them.

Lelouch trotted up to the podium with a megaphone floating beside him. As he took the stage, the Black Knights pulled a trough full of mud to Lelouch's left. One Black Knight carried a paint stand. Another one trailed behind with a picture of the Emperor Charles zi Britannia in human form. Two more carried a map of Japan tacked to a board, and the remaining Black Knight carried a rolled-up map in his mouth, which he unfurled and placed on the stage.

Lelouch levitated the megaphone up to his mouth. "Citizens of the Holy Britannian Empire, I, Zero, have come here to make you an offer." Lelouch pointed to a small island between the two lower main islands on the map. "A refugee camp has been set aside for you on Shikoku Island until transportation back to your homeland can be arranged. Because you have oppressed the Japanese, it is only fair that you'll receive a taste of the hardship you forced them to endure. However, if you wish not to be confined to the refugee camps and remain in Tokyo, albeit in the ghettos, you must denounce your Britannian citizenship and become a citizen of the United States of Japan. To show that you are no longer loyal to Britannia," said Lelouch as he pointed to the mud trough, "you must soil your hooves, walk on the Britannian flag, and spit on this portrait of the Britannian's tyrannical emperor." There were gasps throughout the room.

"I'll die before disrespecting the crown," said a mundane mare.

A horned stallion in the front row screamed out, "Go to hell, Zero!"

Tamaki leaped off stage and got in the winged stallion's face. "You better watch your mouth." Tamaki said as he revved up on his hind legs and shoved the stallion with his front hooves.

"That's enough!" Lelouch ordered. The tension between the Britannians and Black Knights gradually simmered down. "You are free to choose, but my advice to you is to swallow your pride and embrace this new brotherhood of man that I am offering to you. And if you should change your minds later, we will have a facility set up on Shikoku Island where you can take your loyalty test to the USJ, but if you wish to avoid being sent to the refugee camp, you will denounce your Britannian citizenship right away. You won't have another chance to take the loyalty test in Tokyo."

Slowly some of the Britannian ponies began making their way out of the crowd.

"Gretchen, please don't do it." A young mundane stallion cried out to the winged mare who was heading on stage.

"Give it a rest, Alex," said the winged mare, "no one from the homeland is coming for us."

"Wait a moment," Zero ordered the Britannian mare. His hooves clattered as he jumped off stage and landed on the floor; the noise reverberated unimpeded through the dead silence of the room. In the far back, Nunnally raised a hoof. "Yes, young lady, you have something to say."

Nunnally nodded. "I want to be a part of the gentle world that you're creating in Japan."

Suddenly, Milly busted into the gym and hastily galloped over to Nunnally. "Wait!" Shirley and Rivalz followed Milly inside.

_Dammit! What the hell are they doing here?_ "May I help you, young lady?" Lelouch asked while pretending to be a mature adult talking down to a teenager.

Milly completely ignored Lelouch and focused her attention on Nunnally. "You don't want to do this. Are you doing this because you think Lelouch is still somewhere in Tokyo?"

"Milly," said Nunnally, "I've made up my mind, and you can't stop me."

"Were you not with the first group that was given the choice between being a part of the USJ or staying loyal to Britannia?" Lelouch reminded Milly. "As I recalled, you chose to remain with that worthless dominion."

"I'm not leaving my friend alone to fend for herself in the ghettos. That's where you'll send her isn't it?"

"Milly," said Nunnally, "I'll be staying with Sayoko."

"But she's an Ele...Japanese. What makes you think she'd want to..."

"Kallen?"

Kallen stepped forward. "Yes, Zero?"

"You will be staying at the compound we've set up in the Viceroy's palace. Is that correct?"

"Yes sir, it is."

Lelouch then pointed to Nunnally. "Are you familiar with this young lady? Were you not were a former student of this school?"

"Yeah," Kallen said nervously. "I know her."

"Would you mind sharing a room with Sayoko and this young lady?"

"Sure, why not?"

There were whispers among the Britannians and Black Knights, much of it was distain over Zero making an exception for this crippled Britannian and allowing her to stay in the Settlement.

"If that is your only concern," Lelouch said to Milly, "then you need to make preparations to go to the refugee camps."

"Then I changed my mind."

"Is that so?"

"You said it yourself, Zero-we can change our minds at anytime and join the USJ."

"I also said that choice only goes one-way. Once you denounce your country, you would never be accepted as a Britannian. Also, I believe it is this young lady's choice whether or not to associate with you." Lelouch leaned over Nunnally's wheelchair and turned it around until his back was turned from the audience. "Do you want anything to do with these so-called friends of yours?" Lelouch then tapped Nunnally.

Nunnally tilted her head down and away from Milly and the others and frowned. "No, I don't. In fact, I'm never speaking to you again. So don't renounce your citizenship on my account."

"If your friend was the only reason why you're choosing to become part of the USJ, then you might as well remain a Britannian. And because she doesn't wish any contact with you, I would not permit you to go near her."

Milly closed her eyes and took a deep breath. "You're right. Rivalz, Shirley, we're leaving."

"Without Nunnally?" Rivalz objected.

"I know why Nunnally is going with Zero," Milly whispered just loud enough by her two classmates, but I have to tell you and Shirley in private."

* * *

><p>Both the Britannians that remained loyal to the homeland and those that chose to throw their lot in with the newly christened United States of Japan, were required to vacate the Settlement and to make room for the Japanese who would be moving in.<p>

Rivalz and Milly were in Shirley's room helping her pack. A string of suitcases were tied together by single cord threading the handles. Milly telekinetically wrapped the remaining length of cord around Shirley's waist and tried in vain to tie the cord in a knot only to have it come apart on her.

"Dammit!" Milly snapped. "Whoever said telekinesis is better than using hands was an idiot."

"Let me try," said Rivalz, who somehow managed to finish the knot Milly started with just his lips and teeth.

"How did you..." Milly asked in utter bewilderment.

Rivalz held his muzzle up. "It's because I'm awesome."

"Beginners luck," Milly retorted.

"Don't you think it's kinda weird that Zero is letting Nunnally stay with him?" Shirley asked.

"No, it isn't," said Milly in a solemn voice. "It makes perfect sense."

"So, you know about Lelouch, too?" Shirley asked.

Rivalz looked back and forth between Shirley and Milly. "What are you two talking about?"

Milly took a deep breath and said, "I think Zero pressured Nunnally into denouncing her citizenship. Zero has Princess Euphemia under his thumb and I think he's also keeping Lelouch as a prisoner in order to force Nunnally to stay in Tokyo."

"Hold it!" Shirley interrupted. "Let me get this straight: Zero is keeping Lelouch a prisoner?"

Milly nodded. "The truth is-Lelouch and Nunnally's last name isn't Lamperouge. It's Britannia. Lelouch and Nunnally are the children of the Emperor and Lady Marianne, and Zero's keeping them as hostages."

Rivalz shook his head in disbelief. "You gotta be kidding?"

"That's not possible!" Shirley objected.

"Hush!" Milly hissed. "I waited for your roommate to pack up and leave before I told you for a reason. Please, I know it's hard to believe Lulu is royalty but it's true. After the invasion, Lelouch and Nunnally came to my family and we took them in the hopes that someday they'll be reinstated back into the royal family and, as a result, the Ashford family would regain its noble status."

"No, you don't understand Milly." Shirley trotted over to her nightstand while dragging her luggage along with her. She took out a piece of paper and laid it in front of Milly and Rivalz.

"What's this?" Milly asked.

"I found it behind the dresser. I think I wrote it."

Rivalz raised an eyebrow. "'You think you wrote it'? How did you manage to write a letter and not remember it?"

"I don't know, but it's in my handwriting."

"You couldn't have written this," Milly objected.

"I did write that."

"Without hands?"

"What's in the letter?"

"Read it yourself, Rivalz."

"LELOUCH IS ZERO!"

Milly press a hoof against Rivalz' muzzle. "I told you to keep it down."

"Now, what's this about Lelouch being Zero?" Rivalz asked. "The royalty thing is hard enough to swallow."

"All I know is that I have a note in my handwriting telling me that Lelouch is Zero and that," Shirley then held her head down, "he's responsible for my father's death."

"Shirley, you've known Lelouch for years. He wouldn't get involved with the Black Knights."

"Just like Kallen?" Shirley retorted.

"Kallen is half-Japanese," said Rivalz. "That sort of makes sense that she would be a Black Knight, but not Lelouch, and it makes even less sense that Lelouch is their leader."

"And another thing-I don't remember Lelouch. You were asking me why I was playing strangers with him. Well, I wasn't. I really don't remember anything about him. Even my memories of Nunnally don't have Lelouch in it, and he lives with her. I think he did something to me to make me forget and I wrote that note before it happened."

"And how would Lelouch do that?" Milly asked. "It would have make more sense if he erased your memories *after* the transformation when he became a horned pony. Plus, you still haven't learned how to write with your mouth, Shirley."

"So, this has to be written before the transformation."

"Which begs the question-how Lelouch erased your memories of him?"

"Oh none of this makes sense," Rivalz grumbled.

"Actually, now that I think about it, Lelouch being Zero does. The few times we spoke about his father, he never had a kind word to say about him. No, that's an understatement. Lelouch always hated his father. At least his motives make sense."

Just then, there was a knock on the door. "It's me, Kallen. Can I come in?"

"Why not," said Milly with a disgusted look on her face. "It's not like we have any choice."

As Kallen was opening the door, Shirley realized the note was left out in the open. She snatched it up and disposed of it in the waste basket. Kallen, as far as Shirley could tell, didn't take interest in the discharged paper, which was a relief for her.

Kallen glared at Milly and said in a spiteful voice, "so that's how it's going to be-treating me like the bad guy? Well, I won't apologize for being a Black Knight."

"Don't mind Milly. She's just upset over Nunnally, that's all. We're glad you came over to check on us," said Shirley trying to reassure their former classmate. She then winked at Rivalz.

"Oh absolutely; glad you drop by."

"You need help packing?" Kallen asked.

"I packed everything I'm taking with me to Shikoku. Maybe Milly and Rivalz could use some help."

"So, where's Nina?" Kallen said while scanning the room.

"So, that's why you're here," said Milly.

"What's that suppose to mean?" Kallen asked.

"We heard the rumors about the Knightmare Frame that you Black Knights fought against and that it was some new power source that a high school student came up with. I doubt it's a coincidence that our little Nina was ordered to the Viceroy's palace about that time."

"Are you saying I'm only here because..."

"As a matter of fact, yes, I am. You only care about your friends when they're of use to Zero?"

"I knew it was a mistake coming back here," Kallen grumbled as she stormed out of Shirley's room.

"Good riddance! We don't want you around anyway!"

"Milly, why?" Shirley asked in a confused tone of voice. "Why would you say such a thing?"

Tears rolled down Milly's eyes. "Lelouch, he doesn't care about us. He was using us for cover until he took over and now he's tossing us to the side."

"I hope you're happy, Shirley."

"Me?" Shirley objected. "What did I do?"

"That note can't be for real. You fell for someone's prank and now you got Milly..."

"It's not a prank. I know for a fact I don't remember Lelouch. He had to have done something to me."

"Rivalz, don't be stupid." Milly said while wiping away her tears. "Shirley has to be telling the truth, just like I was when I told you Lelouch is a part of the royal family. It doesn't matter one way or another who Zero really is and if Lulu has anything to do with him or is Zero. Let's just put it behind us now and move on."

* * *

><p>Seven weeks after the Battle of the Settlement<p>

Two caravans of ponies stretched as far as the eyes could see. Each caravan walked parallel to the old Shinkansen rail line but in opposite directions-one heading to Tokyo, the other away from it. Between them were a smaller group of ponies donning leg bands with the emblem of the Black Knights imprinted on them. Ponies from both groups carried their belongings on their backs or hitched to makeshift wagons, grocery carts, and wheel barrels.

A little foal on the edge of the caravan heading to Tokyo rubbed his nose on her mother's leg.

"Mommy," he said in Japanese, "why can't we go back home? Modoka said we were never going back home."

"Tatsuya, you don't want to go live in the Settlement?"

The little foal shook his head.

"Tatsuya, the Settlement will be so much nicer than that shack we lived in. Our new home won't have holes in the roof and we won't be cold during the winter and..."

"Hold it one damn minute!" A young Britannian stallion yelled. "Don't think I don't understand your Eleven gibberish." He ran across the divide between the Japanese and Britannian ponies. "We built the Settlement. Your worthless mud race wouldn't have anything if it wasn't for us." The mare snatched up her foal and pushed her way deeper into the caravan. As the mare was fleeing, a mob of Japanese ponies split off from the caravan.

A mundane stallion ran ahead of the mob. "You built your Settlement on land stolen from the Japanese," he said. "Every brick in that settlement came from Japanese soil. We're only taking back what's rightfully ours."

Suddenly a flock of winged Black Knights descended upon the rioting ponies and began to push them back toward their respective caravans.

* * *

><p>Two months after the Battle for the Settlement<p>

The exodus of Britannian ponies stopped to rest near the shore of the Japanese city of Kobe. About a mile away from the encampment was the Akashi-Kaikyo Bridge. Once they crossed the two-kilometer long suspension bridge, they would go on to Awaji Island, which was linked by a bridge to the larger Shikoku Island.

Suzaku combed through the crowd of sleeping ponies forced to lie on the wet grass. The journey wore the Britannian refugees enough that even the discomfort of the cold, moist dew-covered grass couldn't keep them awake. However, there were a few early bird that awoke to greet the rising sun. Suzaku couldn't help but to notice that the Britannians no longer eyed him with suspicion. As a pony, so long as he didn't speak and betray his Japanese heritage with his accent, he could blend in with the Britannians. Suzaku walked for about an hour until he was on the outskirts of the encampment where he caught sight of a horned mare standing on a rocky hill staring eastward. As the first rays of morning illuminated the coast, the silhouette faded away and, in its place, was Princess Euphemia. Her long flowing pink mane danced in the wind.

"Euphie," said Suzaku called out as he galloped to her side, "what are you doing out here?"

"Watching the sun rise out of the ocean or at least that I was planning on doing, but the sun is coming up over land."

"That's because the Seto Inland Sea is south of us. We would have to be on the eastside of Japan to see the sun rising over the ocean."

"I know that now, Kururugi Suzaku," Euphemia pouted. Suzaku couldn't help to giggle at the princess. "I can't help it. I'm not familiar with this part of Japan." Euphemia turned her muzzle away from Suzaku and brooded for a few second before getting her initial embarrassment. "So, what are you doing up so early?"

"Lord Guilford was worried. He woke me up and asked me to look for you."

"Forgive me," Euphemia apologized, "but I needed some quiet time to think things over." Euphemia gazed at the top of the sun peeking just above the horizon. Euphemia gazed "It's still a pretty sky even the sun isn't rising over the ocean."

"It is nice to look at. Euphie, I know this isn't the best time to bring this up, but I...probably shouldn't be your knight."

"But why? This isn't because you're Japanese, is it?"

Suzaku shook his head. "Not all. It's because I assaulted Cornelia's soliders.

* * *

><p>Flashback<p>

The guard that winked at Cecile shook his head. "Not to worry. Once we kill these three," he said pointing to Lloyd, Cecile, and Nina, "there'll be plenty of room for us." Nina hid behind Cecile quivering in fear.

"What do you mean 'kill these three'?" Suzaku said in disbelief.

"Haven't you figured it out yet, Suzaku?" Lloyd asked rhetorically. "They're not our guards; they're our executioners."

"We have orders from the Viceroy herself to kill these three just in case the Settlement defenses are breeched," the guard gloated. "We were just waiting for the earl to finish working on the Knightmare."

"But I can get you all to safety." Suzaku objected. "It's unnecessary."

"And let the Viceroy find out that we didn't carry her orders out right away? Now step aside and let us do our job."

"But we won't be able to get the Knightmares working if you kill them."

"And if the Elevens get their hands on them, they could destroy the empire with that new power source of theirs...unless that's what you want them to do, Eleven."

"I'm a loyal soldier of Britannia. I would never..."

"Then let us do our duty and kill them. We can't waste time arguing over three Britannians. Think of the millions that will die because you insisted on letting them live." The guard took a perverse gratification from the mind game he was playing on Suzaku. "If their deaths upset a soft-hearted Number like you, then imagine how you'd feel if the terrorists got their hands on this top secret technology."

Suzaku was at a crossroads-friends or duty; protect innocent life at the risk of the safety of the Empire. He looked back and forth between the closest thing he had to family and the soldiers. His eyes finally rested on Lloyd.

"Well, Suzaku," said Lloyd solemnly, "will you follow orders and leave us to die?"

Nina gripped Cecile around the waist and quaked with fear while Cecile stroked Nina's cheek in order to comfort her. Lloyd seemed more stoic as he knew this day was coming. He closed his eyes expecting the worse.

"Okay, Eleven, assist us in executing them so we can hurry up and get out of here," the guard ordered. Suzaku did not respond. "Don't tell you lost your ner..." The sadist horned guard's command was cut short by a spinning round kick. Suzaku then grabbed the horned guard by the mane and slung him at the other horned guards. They were taken off their hooves and left dazed. Cecile, then pushed Nina to the side, and used her telekinesis to tie two of the guards to an adjacent Knightmare. Suzaku made short work of the remaining guards.

Lloyd breathed a sigh of relief. "Remind me to never make fun of you for saving lives in a middle of a battle again."

"Help me get them inside the containment module," said Suzaku who were too busy to respond to Lloyd's banter. "We're not leaving anyone behind."

"But they'll try to kill us if we do," Nina cried.

"Not if you tie them up," said Suzaku.

"I...I...don't know..."

Suzaku stamped his foot. "Nina, I can't just leave them here. Look, I put you out in separate locations. Now help me get them to safety."

* * *

><p>End of Flashback<p>

"So, now you know why I shouldn't be your knight. Not only did I disobey orders, but I assaulted Cornelia's guards and helped scientists working on a top secret project escape and potentially fall into Zero's hands."

"You thought I wouldn't accept you as my knight because of that?"

"But I disobeyed orders."

"And I'm glad you did," Euphemia smiled. "One of the scientists was a classmate of yours and Lelouch's. I don't want to even think about you doing otherwise. Suzaku, this may not be a part of Britannian military protocol, but don't ever take part in any order that causes harm to innocent people. In fact, I insist that my personal champion be willing to disobey orders to protect the innocent. I, Princess Euphemia le Britannia, command you to protect the innocent even when it goes against any futures orders you may receive." Then Euphemia chuckled. "That was a bit over the top wasn't it? I almost sound like Zero that time."

"Oh please," Suzaku snickered, "don't make the comparison. Zero's such a ham. He'd be a laughing stock if he wasn't a threat."

"Suzaku, I hereby command you to love me."

"Yes, you maj...wut!" Suzaku was caught off guard by the abrupt change in subject.

"I love everything about you, Suzaku. I love your stubbornness, your kindness, your strength, your sad eyes, your way with cats. I'm commanding you to love me, and in return, I will love you forever."

"You don't have to command me to love you. I already do." Suzaku stroked Euphemia's mane. "You're all I care about." Then, out of the blue, Euphemia reached over and kissed Suzaku on the lips.

"Euphie!"

"But you said you would love me, didn't you?"

Suzaku rubbed his hoof against his lips, which still tingled and had the taste of Euphemia's lips on it. "It was just that you caught me off guard."

"Oh," said Euphemia looking down. "I didn't mean to impose on..." Euphemia's apology was interrupted by Suzaku's lips pressed against hers.

"There's nothing to be sorry about." Sunlight flowed around Suzaku and Euphemia as they nuzzled against each.

* * *

><p>Ohgi thought being an arbitrator for the civilians would be an easy task compared to fighting for dear life against the Britannian occupation forces, but that's like saying Chinese water torture isn't torture. The short terrifying moments of dodging enemy fire was replaced with the tenuous, mind-numbing drudgery of bureaucracy and dealing with a frustrated public.<p>

Ohgi's task for today included settling a discrimination case. A complaint was made against Sakura Trail Apartments in one of the Old Tokyo ghettos. The woman who was filed the complaint was supposed to meet him in front of the twelve-story apartment complex. There, standing beside a billboard with the words "BRITANNIANS WELCOMED INSIDE" was a mundane mare with a bright orange coat. She wore her long brown mane in a beehive and sported oversize glasses with a red frame and round lenses.

"Excuse me, ma'am, are you Sakurai Ryoko?" Ohgi asked.

The mare nodded. "I'm so glad that you're finally here. I thought this bigotry was behind us."

"Well don't worry, ma'am. The USJ has no tolerance for prejudice. By the way, my name is Ohgi Kaname, Black Knight-civilian liaison."

Ryoko smiled. "Please to meet you, Mr. Ohgi."

"Just lead the way." Ohgi followed Ryoko through the lobby and then stopped at the administrator office. A gray, portly horned stallion with a brown mane and mustache slung the door open and stared down Ryoko. The mundane mare backed against the lobby wall; her legs trembled.

"Just what the hell are you doing back here?" The portly horned stallion pointed at Ohgi. Did you bring your boyfriend too?"

Ohgi was impressed by how fluent the Britannian was in Japanese. "I'm Ohgi Kaname, I'm the Black Knight-civilian liaison. I'm here on behalf of Sakurai Ryoko. She claims that you discriminated against her because she's Japanese. You Britannians never learn, do you?" Both the horned stallion and Sakurai Ryoko looked cockeyed at Ohgi. "Did I say anything wrong?"

"I don't appreciate it when a false allegation is labeled against me."

"I'm sure Ms. Sakurai has something to say to the contrary."

"But I'm not being discriminated for being Japanese."

"Mr. Ohgi," said the horned stallion, "I'm Japanese." He then pointed to an office desk plate with the name 'DEMEGAWA HITOSHI' written in kanji.

"Your complaint said you were being discriminated against over your race," Ohgi said to Ryoko.

"I am. Mr. Demegawa only wants to hire people with horns."

"It's not racial discrimination. I need someone who can write."

Ohgi then looked to Ryoko who said, "I can write. Let me show you." She first took a notepad out of her backpack and then a pin that she held between her teeth. She then wrote her name down, first in kanji, then in hiragana, and the finally in romanji. Her penmanship was superb.

"I don't see a problem with how she writes. Most people are still relearning how to write."

"She's using her mouth! You know how disgusting that is."

"Mr. Demegawa, most people have to use their mouths."

"Well not here, they don't."

"That's not your decision to make. When the USJ was started, we vowed to stamp out all prejudices."

Demegawa stamped his hoof. "It's not prejudice not to hire someone for their disgusting habits."

"I'm sorry sir, but you'll have to get used to it. If you don't hire this woman, the provisional government will have no choice but to levy fines against your business. Is that understood?"

"Fine, I'll hire the nasty woman," Demegawa said as he stormed out of the apartment complex.

"I'll be back tomorrow to check up on her," Ohgi called out.

Demegawa was in an alley sulking. "I wasn't picking on her because she didn't have a horn. I just don't want to work with someone slobbering on everything."

"Oh you poor dear, I know what you're going through," said a mysterious feminine voice.

Demegawa looked around the alley. "Who said that? I don't take kindly to people mocking me, especially a Britannian. Don't think that I give a damn about your kind just because I let you people rent."

"Why would you think I was mocking you?" She said in a sultry voice. It was then a horned mare with a white coat, blonde hair, and three gold bars on her hind quarter slinked her way into the alley. "And I'm no Britannian either."

"Oh right, the loyalty tests, I almost forgot."

"You and I have a lot in common," said the horned mare. She tapped her horn and then ran her hoof down Demegawa's. For someone so hung up on drool, Demegawa

had it running down his chin as he was captivated by the special attention the horned mare gave him. "We have powers that the other two races don't. Why should we have to hold ourselves back? To spare their feelings? To shelter them from facing the fact that not all ponies are created equal? They shouldn't be barking orders to their betters, just like that mundane from the Black Knight. And you know the only reason why he made you hire that nasty mare was because he's just like her."

"Who are you?" Demegawa asked.

"You can call me Odessa Stadtfeld."

* * *

><p>Four months after the Battle for the Settlement<p>

"Diethard," said Lelouch as he flipped through the stack of reports, "I would like to go over a few things with you."

"I thought you would," Diethard replied. "That's why I've been loitering around HQ."

"I noticed some discrepancies. For one, the projected crop yields are rather optimistic. In fact, they're actually slightly higher than what would be expected with modern farming techniques."

"I was skeptical as well, but then I investigated it myself. Crops are actually growing at an accelerated rate. But interesting enough, this phenomenon only occurs on land farmed by the mundane ponies. Crops yields from land cultivated by winged and horned ponies are those expected from subsistence, pre-industrial age farming. We should seriously consider assigning all agricultural duties to the mundanes."

Lelouch frowned underneath his mask and huffed. "Mundane ponies grow the crops, winged ponies control the weather, and I suppose us horned ponies are the artisans of the three. I wonder if we've been turned into ponies or members of an insect hive. Do we still have free will or are we just merely cogs in the machine?"

"The latter," said Diethard, "though it's been that way long before the night of the transformation. Human society has always had specialized roles for its members."

"But not on a biological level; not like this," Lelouch countered. "Not to mention the hindquarter symbols. It typifies our social status." Lelouch said in a frustrated tone. "I don't want to talk about this anymore. We have more important matters to deal with, specifically, returning power back to the Tokyo Settlement."

"The horned Japanese are working around the clock to replace the sakuradite high capacity grid with copper wiring. We'll lose much of the power from the solar collectors in waste heat now that we don't have electricity distributed through a superconducting grid, so only a fraction of the Settlement's power will be restored until extra capacity can be built into the system."

"That'll be sufficient so long as we have power available to vital functions like the water reclamation system for the *Japanese* moving into the Settlement." Lelouch placed emphasis on 'Japanese'.

"The Britannian population won't be too happy about it."

"They'll have to make due with the ghettos."

"They're already opposition against your plan to only allow Japanese to live in the Settlement."

"Let them whine. It's not like they can do anything about it."

"We should give an explanation why a nation founded on ending discrimination is discriminating against former Britannians."

"The Settlement is on land stolen from the Japanese, and they have first priority over the available living space. Tell them it's penance for their past transgressions."

"And speaking of Britannians, how did your talks over shortwave with the Empire go?"

"All I've gotten from them is saber-rattling. They don't recognize the USJ and that I and the rest of the treasonous Numbers will be executed for our sedition against the Empire. We should make plans to create a naval defense force just in case the Britannians go through with their threats. Also, our air divisions should scour the clouds just in case the Empire attempts an aerial sneak attack."

"I'll get right on it."

"Oh, by the way, there is one other thing I wish to discuss with you.

Diethard took a deep breath and readied himself for a tongue lashing. "Is it about the population initiative?"

"Give the people time to adjust before pushing them to resume marital relations. They've spent only a few months in their current form. It's too soon to ask people to give up their physical revulsion to...that sort of union."

"The morality of *that* sort of union has changed when our forms were altered."

"I know that Diethard, but knowing it as a fact and accepting it on an emotional level are two different things."

"I'm not being some sort of deviant, but there are societal ramifications to take into consideration. There's also been a 50% increase in the divorce rates among Britannians and Japanese couples. Societies can not survive a breakdown of the family union."

"You can start an initiative encouraging couples to stay together, but nothing more. Let's wait and see if there is a long-term drop in the birth rate before we go further. The end of next year should be enough time."

"Yes sir, I understand."

* * *

><p>The dilapidated buildings of Shikoku Island were packed with refugees huddled together for warmth in the chilly autumn nights. Hundreds of shivering Britannian ponies laying side by side. Some of the piles of dried leaves were empty of a pony body. The bleak prospect of being abandoned by the homeland drove the ponies back to the Akashi-Kaikyo Bridge from which they walked into the waiting arms of the Japanese sentries. There, all they need to do is disrespect the crowd, trample on the Britannian flag and swear their allegiance to the United States of Japan. The desertion was met with both outrage over their treason and relief that there were less ponies to feed and shelter. A hoof nudged Rivalz and stirred him from his sleep.<p>

"What gives, Chief?" Rivalz yawned. "It's not morning yet."

"I have to use the restroom."

Rivalz waved his hoof dismissively at Milly. "You have my permission to go."

"I'm not going by myself, not after what happened to that girl last night."

"Something happened last night?" Rivalz asked.

"A girl was raped and murdered. Her parents said she went out in the woods to use the restroom. They found her body the next day."

"Man, you need to do this stuff before going to bed." Rivalz got up and brushed off the strands of grass caught in his fur.

"I can't help it Rivalz." Milly said in a flustered voice. "I have to go when I have to go." The two crept out outside and stopped in front of a back alley. "I think I see a storm drain in there. Stand guard for me *and* no peeking."

"Yeah, yeah, yeah, whatever-just hurry up, will ya?"

Milly disappeared into the alley while Rivalz waited in the front. While Milly relieved herself, several stallions came out of hiding. Rivalz partially opened his wings before he remembered Milly was still in the alley. Also, there were a few winged ponies with them.

"Whatcha doing out so late, kid," a mundane stallion said mockingly. They were close enough that Rivalz could see the predatory expression his face.

"Oh it was getting stuffy so I came out here to get some fresh air."

"All by yourself?" The mundane stallion asked.

Rivalz nodded. "Yeah, sure I did."

"Don't lie to us. We saw your little girlfriend go into that alley." The mundane stallion called out to Milly. "Come on out or else your little boyfriend'll get hurt." Milly slinked out of the shadows one hoof at a time.

"Good," the mundane stallion sneered, "we won't have to come after you." As the other stallions seized Milly, the mundane stallion kicked Rivalz in the head.

* * *

><p>Kallen flew through the Black Knight headquarters with a piece of paper clutched between her front hooves. A look of desperation was on her face as she darted from doorway to doorway calling for Zero. While she was looking in a supply room, a familiar voice called out from behind.<p>

"Where's the emergency?" Kallen looked behind and saw Sugiyama flying behind her.

"I need to talk to Zero, immediately."

"What for? Is it that serious?"

"It is for me."

"What is it?"

"It's personal, Sugiyama."

"I saw Zero going into your room."

"What is he doing in there? Does he know?"

"Know what?"

"I can't explain. Gotta go." Kallen flew out a window and headed for what used to be the servant quarters for the Viceroy's Palace but was now the barracks for the high-ranking members of the Black Knights. She landed on the steps and ran the rest of the way since the barracks didn't have the high ceilings of the Viceroy's Palace/Black Knights headquarters. In the front of the door was her roommate Sayoko. She was a mundane pony with cyan fur, brown mane, and three kunai, Japanese throwing knives, on her hindquarter.

"Sayoko, where's Zero? I need to speak to him."

"One moment, please," Sayoko peeked in the door for a second. "He'll be out in a minute."

"What the hell is Zero doing in our room?"

"I'm sworn to secrecy."

"That's our room, Sayoko. What goes on in there is my business."

"I'm sorry, Miss Kōzuki, I will not tell nor will I permit you to enter."

Kallen hoof-palmed. "Of all the insufferable...either tell me why Zero is in our room or..." Kallen paused for a second when she remembered that she had a second roommate. "Is Zero talking to Nunnally?"

"I already told you that I'm sworn to secrecy. Please do not ask me again." As Sayoko was speaking, Lelouch walked out of the room.

"This has better be important, Kōzuki." Kallen was shocked to hear that tone of voice coming from Zero.

"Why were you in my room?"

"That's none of your concern. Now tell me why you're bothering me." Had it been some other stallion snooping in her sleeping quarters, Kallen would have taught them not to invade her privacy the hard way, especially if he acted as though he was the offended party. Then again, Zero was not just any stallion.

"I would like to ask for emergency leave."

"What for? Was there a death in your family?"

"Not my family, but two friends of mine." When Kallen said that, Lelouch tensed up for a moment before he steadied his nerves. "Two of my classmates were attacked last night."

"What were their names?"

"Rivalz Cardemonde and Milly Ashford."

Lelouch felt his heart jumping out of his chest. He turned his back on Kallen long enough to regain his composure. _No, they were supposed to be safe at __Shikoku__Island__. Euphemia promised me that she would keep them safe. No, don't blame her. This is my fault. I pressured them to go into exile until the tension between the Britannians and Japanese simmered down. Had I only kept them from leaving __Tokyo__..._

"Zero," Kallen asked, "are you okay?"

Yes, I am. Now tell me what happened to your classmates?"

Tears began rolling down Kallen's muzzle. "Milly was raped and Rivalz is in a coma."

"They're Britannians. Are they in the Tokyo ghettos or Shikoku Island?"

"Shikoku Island. Another classmate of mine sent the message."

"Emergency leave won't be necessary. I have business that I have to attend to on Shikoku Island, and you can accompany me there. Arrange to have three of your squads to be mine and C.C.'s escort. Also, have the airlift equipment ready. Sayoko, bring Diethard here, immediately. I don't care what he's doing."

"We're flying you all the way to Shikoku?" Kallen asked.

"Do you not wish to be by your friends' side as soon as possible, Kōzuki?"

Kallen nodded in earnest. "Absolutely." She galloped off heading for the barracks. A minute later, Sayoko was back and was accompanied by Diethard.

"Diethard, I'm making a last minute change in my schedule. Tohdoh is meeting with the northern resistance factions in Hokkaido. So, I'm leaving Ohgi in charge. You will assist him in all dealings in civilian matters."

* * *

><p>"The answer is 'no'." Ohgi gave Diethard a crossed look. It was the first morning that Zero was gone since the Night of the Transformation, and Ohgi was feeling loss without him. He had forgotten what it used to be like during the old days when Zero would mysterious and appear and disappear. That lost feeling was worse because now Diethard wanted him to act on his own without orders from Zero.<p>

"It isn't discrimination," Diethard objected.

"Well, what am I suppose to call an order replacing the horned and winged farmers with mundanes?"

"It's called playing to the strengths of your subordinates."

"They're not subordinates; they're civilians."

"They're civilians clamoring for jobs, and now they'll have it."

"What about the horned and winged farmers?"

"They can live off of rations, which will have in surplus if the farm work is taken care of by the mundanes. Look, we have to make up for the loss in crop yields caused the loss of technology and we're late in the growing season. The mundane ponies have a synergetic effect on crops that rival 21st century agricultural technology."

"But Zero said we'll have enough for everyone, both Britannians and Japanese."

"Barely enough", Diethard replied. "What if people panic and horde food? Or there's another disruption? A high margin for error insures that no one will go hungry, and you want that don't you, Ohgi?" Ohgi was full of contradictions. Diethard was right. Rice production has just reached the pre-transformation night levels after months of dismal yields. If more mundane ponies could increase yields, then a famine could be adverted. But it would also mean setting up a caste system based on their pony form. It wasn't fair to the Japanese who didn't ask to be transformed into ponies let alone their particular form. But would it be right for them to starve? No, it wouldn't. Millions wasting away in the cold of winter with bare cupboards was the worse of the two evils. They would just have to put up with it for now.

"I suppose this one season wouldn't hurt. Once we get the food we need, then things can go back to normal."

"Yes, I suppose," said Diethard.

* * *

><p>Matsuyama was the largest city on Shikoku Island and was the capital city of the Ehime Prefecture which covered the southern most portion of the island. Since the relocation, it has become the home for the Britannian Self-Governance Administration, the ruling body and bureaucratic entity that presides over the refugee camp on Shikoku Island. Zero, C.C. and their escort of winged Black Knights glided above Matsuyama and observing how time and neglect had left the city in shambles despite being relatively unscathed by the invasion. As they were flying over head, they passed by a castle that dated back to the feudal era. The Black Knights began to make their descent when Zero pulled on the reigns.<p>

"Don't land yet," said Lelouch. "We're taking a bit of a detour."

"But why?" Kallen, who was flying next to Lelouch, asked. "That's where the Britannian princess isn't it?"

"It is, but we were making better time than I thought. We're a few hours early, so we'll stop and check on your friends."

* * *

><p>Kallen peeked inside the room where she was told Milly would be recovering by the hospital staff. Milly was lying in bed and was staring at the wall. Her face was swollen. Stitched up cuts pockmarked her body. There were bald patches in her mane where her attackers grabbed her and yanked too hard. At her side were Shirley and Suzaku.<p>

"May I come in?" Kallen asked.

"Of course you can, Kallen," said Shirley. "Otherwise, I wouldn't have sent the message."

"Milly, it's me-Kallen. I came to check on you." Milly did not reply. In fact, she did not respond at all. "Who did this to you? Tell me so I can...I can…"

"She won't respond. The doctors say Milly is in a catatonic state. She doesn't speak or move...except at night." Shirley choked back the urge to break down in front of Kallen. "She's screams at night. Milly is screaming for them to stop."

"What about Rivalz?"

"Rivalz passed away while you were on your way," said Shirley Kallen rested her head on the back of Shirley's neck while Shirley stroked Kallen's mane.

"Is this the gentle world you and Zero were fighting for, Kōzuki Kallen?"

"Not now, Suzaku," Shirley mumbled to herself.

Kallen lifted her head up and focused her eyes on Suzaku. "That's a cheap shot."

"Well, tell me-where is that gentle world Zero killed all those people for?"

"Don't blame us. There's no one here but Britannians and their honorary lapdogs. This world is Britannia's."

"You don't know, do you?"

"Know what!"

"They were attacked by Black Knights-the very Black Knights guarding the bridge to Shikoku Island."

"That's a lie!"

"We caught them in the very act. They already beat Rivalz into a coma and were in the middle of gang-raping Milly. We even have one in holding and we're not letting him go without..."

"WILL YOU TWO PLEASE SHUT UP!" Shirley screamed. "Stop your bickering, both of you! Just because Milly isn't responding doesn't mean she can't hear you. She has to know we still care for her." Shirley began to weep. "But she won't if you two are too busy tearing each other apart over politics. Please, please just stop already. Milly needs you both."

Unbeknown to Shirley and the others, Lelouch was outside their door listening in on them. He ducked into an empty room to mourn for his lost classmates, but it wasn't long before grief gave in to rage.

* * *

><p>Lelouch and C.C. were escorted to the holding cell by Guilford, Darlton, and a guard.<p>

"...while I am more than willing to hand down a harsh punishment for these terrible deed," said Lelouch, "there must first be due process."

"There are more than a dozen eyewitnesses, the ones that saved Ms. Ashford, who saw your Black Knights sexually assaulting the young lady," Guilford pointed out. "It's not much of a trial."

"It is in the world I created. I'm negotiating with the princess to have this alleged Black Knight released into my custody and to be put on trial in Tokyo." They stopped at the holding cell on the far end of the building.

"Like hell you will!" Darlton swore. "You think we'll trust any court ran by the likes of you?"

"You have the gall to question my integrity after the war crimes committed in the name of Britannia? You forfeited your right to judge us with your mistreatment of the Japanese. And despite this, we have given you rations to live off of until you can become self-sufficient." Darlton and Guilford was silenced. "As I thought...now open the celldoor."

In the center of the room was a mundane Black Knight tied to a chair that was in front of a table that had a notepad and a cup of cold coffee left there by the last interrogator. After C.C. and the guard entered the interrogation room, Lelouch closed the door behind them and spoke to the guard as he peeled the eyepatch away from his Geass eye. "Guard," Lelouch ordered, "you will stand in place and not react in anyway to what happens in this room for the duration of this interrogation. You will forget what you saw. If anyone asks, the only answer you will give is one that collaborates with my testimony. Is that understood?"

"Yes, my lord," the guard replied.

The mundane stallion looked at Zero and the guard in bewilderment, not knowing how to make sense of their conversation. He then felt tingles running along his four legs. The ropes that bound him to the chair were telekinetically being undone.

"What is your name soldier?" Lelouch asked.

"Corporal Sawanaga Taisuke," the mundane stallion replied.

"Corporal Taisuke, the Britannians claim you are a rapist and murderer. Is that true?"

"Absolute not, sir!" Taisuke said forcefully. "These Britannians will say anything to smear our reputations."

Lelouch then let out a malevolent chuckle. "Cut the act, Corporal. You're amongst allies. There's no need to carry on this façade."

Taisuke twiddled his hooves nervously and looked around the room. "But I'm telling you the truth. I didn't do those horrible things they're accusing..." He then focused on the guard and C.C. "What about them?"

"The girl is with me."

"And the guard?"

"People can't tell the difference between Japanese and Britannians anymore. He won't talk because he's one of my spies. I have to keep tabs on the Brits somehow."

It was then the veil of innocence was dropped revealing the sadistic beast hiding within Corporal Taisuke. "That Brit bitch and her boyfriend got what was coming to them," Taisuke boasted as grinned with self-satisfaction. "My buddy Makoto remembered them from the loyalty tests we gave at that school. When he saw them on one of his aerial patrols, he told me and I knew we had to teach her and her boyfriend a lesson for talking back to you. So, when it was my turn to guard the bridge, me, Makoto, and my buds trotted into town and put that Brit couple in their pace. Though, to be honest, those two weren't my first." Then Taisuke chuckled and said with a sense of pride, "most of the Brits we killed took the loyalty test thinking we would let them roam around Japan. Boy, were they in for a surprise."

It was at that moment the table and chair began to shake. Taisuke looked at Zero and saw a hateful stare burning through him. _No you bastard! They weren't supposed to be harmed. _Then the shaking stopped as abruptly as it started.

"Just joshing you, Corporal," Lelouch said jovially.

Taisuke took a deep breath and let his tensed up body relax. "You almost gave me a heart attack."

"You thought I was going to kill you, didn't you?"

Taisuke nodded and laughed at himself for being scared by Zero's 'joke'. "You had me going for a second. I can't believe I fell for it. I always knew that talk about being knights for justice was a crock. I mean, why you would care if we had fun with the Brits?"

"It's not like those two Britannians you assaulted were my closest friends or anything, right?"

Taisuke stared at Zero with a perplexed look for a moment and then broke out laughing. "That's a good one, sir."

Taisuke's laughter came to an abrupt end when Lelouch ripped his cape and splashed himself with the cold coffee.

"Actually," Lelouch said with a voice quivering with rage, "they were my friends, you bastard." Taisuke jumped out of his seat and backed away, but that would do him no good. Lelouch peeled away his eyepatch and said, "Lelouch vi Britannia has for you the following command."

"What are your orders, sir?" Taisuke said under the sway of Geass.

"You will write a signed confession to the rapes and murders you committed as well as the names of your cohorts. You will also write down the name of the commanding officers, if any, who had knowledge of your criminal activities. When you are done writing, bust out of this interrogation room and run behind the building. There, a jug filled with kerosene and a butane candle lighter will be waiting for you. Douse yourself with the kerosene and ignite it, and then your task will be completed."

"Yes, I understand." As Taisuke was writing down the confession, Lelouch shattered the cup and levitated a shard up to his forehead. The shard cut a gash just below Lelouch's horn. Lelouch backed up to the wall and as Taisuke finished writing his confession and made his dash out the door, Lelouch levitated the table and smashed it against the wall. A few seconds later, Darlton ran into the interrogation room.

"What the hell is going on!" Darlton yelled.

"I...I...was attacked...by Taisuke," Lelouch said in a sickly voice that he faked as a part of the ruse of being physically assaulted by his Black Knight.

"How did he get loose?" Darlton demanded an answer from the guard.

"I...I...don't..."

"I let Taisuke loose," Lelouch interrupted.

"What were you thinking?"

"I wanted to gain his trust. I managed to get him to confess to his crime and to name his accomplices. But then he turned on me and attacked-must have been a last second change of heart." As Lelouch was speaking, another guard stuck his head through the doorway.

"General Darlton, we found the prisoner."

"Where is he?"

"He ran to the back of the building and...set him on fire."

"I'll deal with you later, Zero," said Darlton before he galloped off with the two guards.

"Lelouch," said C.C., "by telling that man his Geass command ended the moment he set himself on fire, he'll be fully conscious while being burned alive."

"That's exactly what I wanted."

"An execution wasn't good enough, Lelouch?" Lelouch raised an eyebrow at the outrage from the otherwise stoic girl.

"No, it wasn't. It's my insurance policy."

"Your 'insurance policy'?" C.C. repeated Zero's cryptic answer.

"In case there is no god to condemn him to Hell. I was making sure he'll at least burn in this life."

* * *

><p>Lelouch was exiting Milly's room when a mundane mare with strawberry blonde mane and an apple-green coat stepped in his path.<p>

"Zero, what were you doing in that room?" Lelouch recognized the mare's voice as Shirley's. A bit of happiness crept inside Lelouch's heart. He was glad that at least Shirley didn't fall victim to those thugs.

"This young lady was harmed by rogue elements within the Black Knights. I came to check on her."

"Is this what it takes for you to check on your closest friends?" Shirley's rhetorical question dripped with venom.

_No, it's not possible. I used Geass on Shirley. She shouldn't remember me or that I'm Zero._ "Wait!" Lelouch cried out as Shirley went down the hall.

Shirley stopped and glanced back. "I know it's you Lelouch." She then went her way down the hall before an unseen force shoved her into an adjacent room. Lelouch shut the door behind him and locked it.

"How? How did you..."

"...remember who you really are? I don't remember, but I did write a note to myself before you brainwashed me. I found it while packing my belongings."

Lelouch slipped off his mask and took a deep breath. "Shirley, I can explain..."

"You don't have to." Shirley pointed a hoof at Lelouch. "Milly told me everything about your past-that you and your sister are members of the royal family. Tell me, is all of this to get back at your father, the Emperor, or is this some plot to take over Britannia for yourself?"

"I'm doing this to avenge my mother and to make a gentle world for Nunnally."

"You call this a 'gentle world'! What was so gentle about Rivalz being kicked to death? Where was your gentle world when Milly was being raped? Well?"

Lelouch fell to his knees; his legs trembling. "I thought they would safe here with the other Britannians."

"And yet you let Nunnally stay with you in the Settlement? If it was so dangerous for us, why didn't you leave Nunnally here?"

"I...I..."

"...'don't care what happens to my friends so long as my precious little sister is safe', right Lelouch?"

"That's not true, Shirley."

"As if I'd believe your lies."

"Are you going to tell?"

"That was the first things I did. I went to Princess Euphemia, but she's covering for you-warned me that if the Japanese found out who you were they would turn on you and then we would have no one protecting us from them. So, your little secret is safe. I'm done talking with you, Lelouch." As Shirley was leaving, she looked back at Lelouch who was still on the floor wallowing in shame over his failure to keep his closest friends safe. "Milly also told me I was in love with you. Thanks for erasing that from my memories. I don't know how I could have fallen in love with a selfish bastard like you." She slammed the door behind her.

Having said her peace, Shirley went back to check on her friend, but just as she turned the corner, Milly had gotten out of bed and had taken a few unsteady steps out in the hallway on wobbly legs.

"Shirley, what I am doing here?" Milly asked. Her strives were becoming more steady with each step; her body was becoming accustomed to standing on four legs again. Shirley ran to Milly's side just in case she fell over. "Why is it daytime now?" Milly asked while looking outside the window at the afternoon sky.

"You don't remember, Milly?"

Milly shook her head. "Rivalz was escorting me outside to find a place to use the bathroom and then...I was here. Wait, where's Rivalz? Is he here, too? Shirley? Why are you crying? Shirley?"

* * *

><p>Things are falling apart for Lelouch. One by one, he had lost his best friends from high school as consequences for his actions. And as Lelouch is struggling with his personal ordeals, there are forces at work both within and from outside seeking to destroy the world he's creating for his sister Nunnally. Does Lelouch have the fortitude to endure his dream becoming a nightmare? Will he be able to stand on his own without his life long friends? And what of the bigotry festering in the souls of ponies? Will humanity's old prejudices give way to new ones birthed by the transformation? Stay tuned for the next chapter of <em>Rebel Against The Night<em>.

Author's note: I know I keep saying this fic will be on hiatus only to go back and to publish another chapter. And who knows, it may happen again. Nonetheless, I am *planning* on putting _Rebel Against The Night_ on the back burner and work on my other Code Geass crossover _Zero vs. Kira_. Hopefully, I can get enough of _Zero vs. Kira_ done that I feel like I can go back working on this fic without being neglectful toward my other stories.


	7. Chapter 7: Lair of the Dark Goddess

Rebel Against the Night

By

CrossoverManiac

Code Geass is owned by Sunrise, Inc. My Little Pony: Friendship is Magic is owned by Hasbro and created by Lauren Faust. This is a fan-based work not intended for commercial purposes. Character thoughts are in _italics_.

This semi-chapter is inspired by the Code Geass picture dramas, which were released with the Code Geass DVD. The picture dramas were a series of short videos consisting audio of the voice cast played over still frames images of the characters and consisted of plot-related material and fan service extras that didn't quite into the aired episodes. I toyed with the idea of doing a few of these while I work on the other fics that I put on the back burner. That way, I'll have this story still fresh in my mind as I work on my other stories. Also, I can tie up loose ends and cover items that couldn't be shoehorned into the main chapters but were still relevant to the story. This particular semi-chapter addresses a point brought up by astrocitizen at . He complained that I didn't cover Villetta and Nightmare Moon in chapter 6, which I should have done. So, astrocitizen, I hope this is to your liking.

* * *

><p>Chapter 6.25: Inside The Lair of The Dark Goddess<p>

The air was fresh with the scent of dew-drenched grass and sap bleeding from tree trunks on this humid morning. At the entrance of the cave, Villetta stood watch with the two unicorn guards that she met when Barnstormer first brought her to the cult.

"I think we have company." One of the unicorns nudged Villetta on the shoulder and pointed to the rustling bushes. Villetta tensed up in anticipation for the worst: the Elevens finding their subterranean refuge. For once, she wished Nightmare Moon was still around. It pained her to admit she was probably the only thing keeping them safe from the hordes of uncivilized natives. However, gratitude was not owed to Nightmare Moon. She was responsible for their ordeal, after all. Villetta took hold of her spear as best as she could with her teeth. A frustrated grunt bellowed out of her mouth over how her pony form diminished her ability to handle even a weapon as simple as a stick with a sharpened stone tied on the end.

Two unicorns, two earth ponies, and a pegasus emerged from the foliage. One of the unicorns, a stallion with a curly white mane and mulberry-colored coat of fur, took lead. He was dressed in what was left of an officer's uniform.

"Stay where you are and identify yourselves," the unicorn guard commanded while levitating a spear in their path

"Oh thank God, you're Britannians," the unicorn cried out, "I'm Second Lieutenant Aiden Middleton of the Fifth Infantry Division stationed at Osaka. My men and I are seeking safe haven."

Villetta galloped down the hill and stood between them and the cave entrance. "I'm sorry, but you can't stay here," said Villetta after she plunged her spear into the dirt.

"How dare you deny your fellow soldiers safe haven?" Middleton said in an indignant tone.

"There's too many ponie...people here already," Villetta corrected herself.

"Don't you have a heart, woman! Do you have any clue what those savages will do to us?"

"Not our problem."

"I'm ordering you to let us inside!"

"No!"

"I'm a lieutenant, damn you."

"Your rank means nothing here. Now leave!"

"Is that so?"

"Excuse us, sir," said one of the unicorn guards as he nudged Villetta and led her away from the others. "What are you doing?" He whispered. "That's not your decision to make."

"What about the princess?" Villetta asked. "Shouldn't we wait until she comes back before letting new ponies in?"

"That won't be necessary." Villetta felt Night Fire's hot breath blowing down her neck. He whispered in Villetta's ear. "She left me in charge." Then Night Fire said out loud to the newcomers. "Welcome to our humble hideaway. Is there anything we can do for you fine officers of the crown?"

"Are you the commanding officer?"

"Second in command actually-Major Greg Finney at your service." Villetta rolled her eyes at Night Fire's "promotion".

The officer saluted Night Fire. "I'm Second Lieutenant Aiden Middleton of the Fifth Infantry Division. Would you be so kind as to provide shelter for my men? I know it's too much to ask, but you are our only hope."

Night Fire placed a reassuring hoof on Middleton's shoulder. "It's not too much to ask at all. Our home is your home. Come inside where it's safe from those awful Elevens."

"If it's all the same to you, I would like to bring over the rest of my men before the Elevens discover our location."

"You two," Night Fire said to the unicorn guards, "go with Lieutenant Middleton and make sure he doesn't get lost along the way." Night Fire waited for the Britannians to leave.

"So, you're a major now," Villetta spat.

"You diehard military types respect nothing but rank," said Night Fire. "It's a façade I'll put up with until the princess returns. Now, come with me."

"But shouldn't I stay and guard the entrance?"

"Not by yourself you won't, my little pony," Night Fire said with a hint of suspicion in his voice.

* * *

><p>Night Fire took Sergeant Middleton on a guided tour of their underground lair. He pointed to piles of hay in a sub-chamber. "...and here's our food supply. We go out every night to harvest grass."<p>

"You have quite the operation going for you, sir," said Middleton in a troubled voice as his gaze dwelled on the naked ponies tending to their daily routine without an iota of modesty or shame. "I hate to bring this up, but aren't your men...a tad underdressed?"

"We had no choice but to discard our uniforms. We wouldn't have made it here alive if we didn't."

Lieutenant Middleton glanced down and frowned. "Some people would consider that to be desertion, sir."

"Those 'people' as you call them are probably dead," Night Fire smirked. "If you want to get anywhere in life, learn to set aside protocol during extraordinary times, lieutenant."

"Is this how your commander feels, sir? Is she this lax with you?"

"Apart from our lack of attire, she's actually quite demanding, not that I'm complaining. She is more than deserving of our loyalty."

As Night Fire was speaking, Middleton caught sight of a rather unusual rock formation. He wasn't quite sure, but one of the conspicuous stones has an eerily familiar profile. He nudged it into the torch light. Middleton jerked away from the stone. It was a life-size stone-carving of a pony's head. From the jagged edges on the base of the neck, it appeared to have broken off from a complete sculpture.

"Aw, you noticed my lord's handiwork."

"Your lord indulges in sculpturing? In a time like this?"

"Who are you to sit in judgment over what a noble chooses to do in her free time, lieutenant?"

"Forgive me, sir. "

"I'll let this slip this time, lieutenant."

"Thank you, sir."

"Private Ramirez," Night Fire called out to Barnstormer who was in a huddle with some of the other Nightmare Moon cultists.

The young pegasus stallion trotted over and saluted Night Fire and Middleton. "Sir may I be of assistance to you?" Barnstormer said with all of the discipline and cadence of a trained soldier.

"Private Ramirez, our most honored noble was unsatisfied with her latest works and made a bit of a mess. Could you put the pieces to good use and have it mixed with our next batch of concrete?"

"Right away, sir," Barnstormer replied.

Middleton watched Barnstormer disappear in the shadows momentarily before his eyes readjusted. There was an entire section of the cave devoted to sculptures. Middleton took a few steps to get a better look. The expressions of sheer terror frozen on the statues that were left intact were disconcerting.

Middleton jumped back and yelped when he felt something brushed up against him. A Britannian soldier trotted to his side and tapped Middleton on the shoulder. "Don't ever do that again, Private!" Middleton yelled. "You wait until I'm finished talking and then ask for my attention! Understood?"

"Ye..ye…yes sir."

Middleton then noticed Night Fire snickering at him. "Could you excuse us, sir?" Middleton asked. The two stepped to the side. Whatever it was, it had Middleton casting a hateful glare at Night Fire's general direction.

"Would you mind if I asked you a question, sir?"

"You have my permission, lieutenant."

"I was told you have Elevens in your group."

"Do you mean the honorary Britannians? Believe me when I said they were the only reason why the Elevens haven't slaughtered us. They concealed our identities while leading us through Japan to the mountains where we found this cave."

"I suppose if survival is the first priority, using the honorary Britannians as cover would be the prudent thing to do, sir."

Night Fire raised an eyebrow and smirked. "I know an underhanded insult when I hear it. If you really were so gung ho about keeping your honor as a Britannian soldier, you wouldn't be hiding underground with the rest of us cowards."

Lieutenant Middleton snorted and pawed the ground. Night Fire was gleeful that he got under the lieutenant's fur coat. "You dare make a threatening gesture at a superior, lieutenant," Night Fire teased.

Middleton relaxed and held his head down. "I apologize, sir. Please, pardon me for my insubordination."

"That's better. Just remember whose home you're in, lieutenant. I can be forgiving, but not to a fault. I won't suffer another acts of insubordination from you."

* * *

><p>"That's out of the question." Middleton said sternly to the rather heavily built earth pony. Both Britannians were huddled under the light cast by an adjacent lantern post.<p>

There's no way in hell a noble would tolerate these worthless ne'er-do-wells, sir," said the earth pony.

"You haven't met a lot of nobles have you, Dux? Some of them can be quite...eccentric."

"Sir, you can't explain their behavior away by the peculiarity of their alleged noble. This anonymous noble woman that Major Finney claims to follow doesn't exist. I bet they're convicts who escaped from prison, and they're playing us for fools."

"Sergeant Dux, plotting a coup against the second-in-command of a noble is treason," Middleton huffed. "As much as I despise Major Finney, it would mean our necks if he's telling the truth." Middleton's ears, on reflex, twisted in the direction of a rustling noise coming from the shadows. Middleton leaped into the darkness and dragged the intruder by her mane. He recognized the interloper in the dim goal of the lantern as Villetta.

"What do we have here? A spy?" Middleton said as he spat out strands of hairs he pulled from Villetta's mane. "I remember you. How could I forget the woman that tried to deny us sanctuary? Looking for an excuse to be rid of us? Is that it?"

Villetta massaged the sore spot on the back of her neck where Middleton's soldiers yanked on her mane. "That's not true. I was trying to help you."

"You called leaving us at the mercy of the Elevens 'helping'?" Sergeant Dux asked rhetorically.

"Believe me when I say you're in greater danger in here than out there?"

"Is that so?" Middleton said in a cynical tone.

"I swear by on my title as Knight of Honor."

"Why is a knight of honor taking orders from a lowly major? You really expect us to beli..." Middleton held out his hoof and silenced his subordinate.

"Yes, please enlighten us." Middleton asked.

"I'm under deep cover," Villetta replied.

"What's your name, knight of honor?"

"Villetta Nu."

"Margrave Jeremiah's second-in-command?"

Villetta nodded.

"Now that you mention it," Middleton said as he rubbed his chin, "I thought I recognized your voice from somewhere. Now I remember. You gave a speech on the adverse effect recruiting honorary Britannians would have on soldier morale."

"That was Lord Jeremiah. I only gave the introductory speech." Villetta raised an eyebrow and smirked. "You were testing me, weren't you?"

"Pardon me for doubting you, Sir Villetta, but..."

"I'm not offended. Our physical appearances have changed, and you have to confirm my claim, somehow. I won't hold it against you, Lieutenant."

Middleton breathed a sigh of relief. "Your pardon is appreciated, Sir Villetta. Now, permit me to ask for clarity on the matter concerning our relative safety."

"Major Finney isn't who he claims to be. He's the high priest of a doomsday cult that formed after the transformation."

The sergeant spoke up. "See, I was right, sir. Finney isn't one of us. We should take over and execute the lot of them."

"No, you can't," Villetta objected.

"But why not?"

"It's too dangerous. Finney isn't the one in charge. The 'noble' he told you about is the cult's true leader. The bulk of their forces are with her, and she could come back any day now." Villetta's warning had some air of truth to it. Nightmare Moon was the single most powerful member of the cult, if not the single most powerful being on the planet. Middleton's forces wouldn't stand a chance against her.

The sergeant scratched his head. "Pardon me, Sir Villetta, but this cave can barely fit all of us, and you're saying most of the cult isn't here?"

"I believe her." Middleton said. "Now that I think about it, Major Finney's mannerism makes more sense. Would you like to come with us? It would be wrong to leave a knight in the hands of the enemy."

Villetta shook her head. "If I leave, Finney will become suspicious. Don't worry about me. Leave at sunset tomorrow. It should give you enough time to find a new hiding place. If they ask, tell them you're with the Pure Blood faction, and that you won't mix ranks with honorary Britannians. It's a convincing enough lie."

"It's no lie at all. I've had my feel of the mud races to last me a lifetime."

Villetta then handed Middleton a letter. "Once you memorize this, burn it. It's top secret information."

Middleton stepped to the side and read the letter. "Well," he said with a surprised look, "I wouldn't have imagined that."

"It's your responsible to pass this information to the Viceroy in case I don't make it out of here, lieutenant."

"I'll see to it that the Viceroy receives your message, Sir Villetta." He then whispered in her ear, "it'll be my pleasure to see that treasonous high school student hung by his own intestines for leading a rebellion against Britannia." Villetta grinned gleefully at Lieutenant Middleton's enthusiasm.

Unbeknown by Villetta, Middleton, and Dux, somepony was eavesdropping on them as they planned out their escape.

* * *

><p>There was a clamor in the front of the main chamber. Middleton's soldiers were in the process of packing up their gear and leaving. Earth ponies, pegasi, and a few unicorns still getting the hang of their magic broke up into small groups, each member taking turns helping the others secure their gear. The more magically adept unicorns packed their belongings solo using their magic. The last-second exodus did not go unnoticed by the other ponies who were eying the Britannians with suspicion. Night Fire circled around them until he came across Sergeant Dux.<p>

"Aren't you Lieutenant Middleton's chief NCO?"

Sergeant Dux nodded. "Yes sir, I am."

"Where is your commanding officer? Does he know you're leaving?"

"Lieutenant Middleton gave us the order to deploy. He didn't tell us why. You can ask him when he comes back."

Villetta kept watch over the Britannian soldiers from an elevated spot near the center of the cave. Her heart raced while she watched Night Fire scrutinizing the crowd. She did all she could for them. It was up to Middleton to get his men out of this death trap without rousing suspicion.

Just inside the mouth of the cave, Middleton watched the sky going black. The sun had already set behind the mountains and has now just dipped below the horizon. If they were going to leave their so-called safe haven and find a new hiding place, the time to leave would be now. Middleton made his way through the narrow corridor to the main chamber.

"Aw Lieutenant," Night Fire called out as he galloped to Middleton's side. "Could you explain why you ordered your men to leave? I distinctly remember you pleading for sanctuary just days ago. Why the sudden change of heart?" Villetta circled around and stayed right behind Night Fire.

Middleton saw, out the corner of his eye, Villetta nodding to him. "I have no desire to stay under the same roof as Numbers. I am a Pure Blood."

"Oh one of those," Night Fire rolled his eyes. "I should have known. To each his own I suppose." Night Fire smiled. "Well, I won't keep you waiting. You have a long journey ahead of you."

Both Villetta and Middleton breathed a sigh of relief. Night Fire was letting the Britannian soldiers go without incident. Villetta's advice paid off, and now they can leave before the rest of their forces returned.

"Oh by the way," said Night Fire, "my lord had returned from her journey."

Middleton felt his joints lock in place at the thought of him and his men being overwhelmed by an army of deranged cultists. They were too late. But wait! He didn't see anyone outside, let alone the army that Villetta warned of. They couldn't have gotten in here without anyone noticing. Was it a trick? Or perhaps Major Finney's mysterious noblewoman/cult leader went ahead of their main force.

"May I have a short audience with her?" Middleton asked in order to maintain the ruse. "It would be rude of my men and me to leave without at least a formal farewell." Middleton was too preoccupied with Night Fire to notice the chamber ceiling being illuminated by a thousand points of light that turn the cave ceiling from a solid black to a gentle dark blue.

"I was hoping you'd stay and chat." The voice was not Finney's, but rather a female voice beamed down from the ceiling.

"I was too late." Villetta whispered.

The 'skyline' that adored the cave ceiling flowed and coalesced into a tear drop shape. The cave wall echoed with a mixture of screams of terror and cheers of joy. The Britannians were in a state of panic while the Nightmare worshippers were drunk with the ecstasy of beholding their goddess in all her magnificence. The soldiers who had the misfortune of standing between the exit and the rest of their comrades were trampled under hoof. As they were about to reach the passageway to the surface, Nightmare Moon circled around them and cut them off at the path. The cultists bowed to their princess of the night as she molded herself into pony form.

"Behold soldiers of Britannia," Night Fire exclaimed in a regal tone of voice, "a princess far more majestic and stately than any that your sore eyes have seen! I present our princess-Nightmare Moon!"

Nightmare Moon trotted around the Britannian soldiers, who were huddled together shaking in terror. "Welcome to our herd, my little ponies." Nightmare Moon pouted her lips in displeasure and rolled her eyes. "This again? A trifling of my power seems to be all it takes to frighten you wild ponies."

"Did you call us...'wild ponies'?" Middleton asked.

"It's what you are-ponies without any true princesses to guide you. I've seen what passes for royalty - your Princess Euphemia, your Emperor Charles Britannia, and they have fallen short of their royal duties. You fight one meaningless war after another only to be cast aside when you become an inconvenience for them. I know they locked you out of their castle, the Tokyo Settlement as you call it. You have done so much for them only to be left for dead by the very royals you serve. Perhaps you should reconsider who you swear your allegiance to." Middleton flinched as Nightmare Moon's wraithlike mane brushed beneath his muzzle. "Am I not regal enough for you?" She trotted back and forth in front of the cowering Britannians. "You shouldn't fear me. Your new princess desires above all else the love of her subjects."

Middleton gritted his teeth and growled. "Your...subjects." Each syllable dripped with derision.

"Don't tell me you still swear loyalty to a little unicorn foal so pathetically inept, her kingdom is taken over by a mangy outlaw." Nightmare Moon covered her mouth and chuckled. "You didn't know your precious Tokyo Settlement had fallen, did you?" The news of the Settlement's fall, rather than dishearten Middleton as it did the other Britannians, fueled his anger. "Your emperor, your princesses are powerless in comparison to true royalty. It was I who graced you with the beautiful new bodies you have. I rescued you from your miserable existence as a bloodthirsty ape. Now, will you swear loyalty to me? It's your choice to make, my little pony."

Middleton gave Nightmare Moon a less than tactful rejection-a glob of spit planted between Nightmare Moon's eyes. Middleton looked Nightmare Moon eye-to-eye with unwavering determination.

"All...Hail...Britannia." Middleton sounded out each word defiantly making sure that Nightmare Moon got the point.

"You bastard!" Night Fire broke rank and charged Middleton, but Nightmare Moon held him back. It took merely a glance from his princess to let Night Fire know that she would take care of this disrespectful nave herself.

"So be it, you foal. Now crumble to dust with your ape empire!" Nightmare Moon fumed. Her horn glowed bright white and then shot a beam at Middleton.

Middleton didn't feel anything from it except that his hooves went numb. He glanced down and saw that his feet were turning to stone, and that the effect was moving up his leg.

"What you did is unforgivable, foal!"

"I never asked for your forgiveness," Middleton said while the petrifaction spell worked its way up his legs to his shoulders. "I'd rather die a thousand deaths than turn my back on Britannia. But don't think I'm going alone." By now, the only part of Middleton that was flesh was the back, head, and neck. "THE HOLY BRITANNIAN EMPIRE WILL CRUSH YOU UNDER FOOT! EVERY ONE OF YOU AND THAT INCLUDES YOU PRINCESS! I'LL BE WAITING IN HELL FOR YO..." Before he could finish his idle threat, Middleton was fully petrified, frozen in place. With a wave of her hoof, Nightmare Moon shattered Middleton's stone body.

"Serves you right for spitting on our princess," Cinnamon Delight gloated. The other cultists voiced their indignation as well.

Nightmare Moon wiped her face and said with eyes glowing like white hot embers, "who will you swear allegiance to-me or your precious little Britannia?" One by one, the Britannians bowed to Nightmare Moon. "A wise decision, my little ponies," Nightmare Moon chuckled.

* * *

><p>Villetta stared down at the stone that used to be one of Middleton's eyes unceremoniously dumped in a pile of gravel. The first ray of hope that she had since coming here was literally smashed into dust and now these Britannian soldiers would be absorbed into the cult. Soon they'll go through the same training Villetta received when she was brought into the herd. Night Fire called it 'foal class'. Day after day of lectures on the evils of the human race, how it made no difference if the human was Britannian or a Number-they were all corrupted by their violent ape nature. The lessons only stopped for periodic restroom breaks as granted by their foal teacher, twice a day for their miserly-portioned meals of dry hay, and two hours for sleep each night. This would be the routine until they graduated and became full-fledge members of the herd.<p>

_They must feel so powerless-just like me_, thought Villetta. While Villetta was lost in contemplation, hoofsteps, accompanied by a rattling wagon, were heading her way. Villetta backed away from the stone pile out of fear someone might notice her feeling pity for the fiend that committed sacrilege against their goddess. She stepped aside for Night Fire and another earth pony that was pulling a cart.

"Moonlight, be a dear and help Midnight Breeze," said Night Fire. Stone Shadow is running low on gravel."

"But I have to go on guard duty in a few min..."

"I insist, Moonlight Blossom." Night Fire said more forcefully. "Follow me."

Just as they were leaving, Midnight Breeze gave Villetta a devilish grin and chuckled. On the way to pick up the gravel, Villetta caught sight of Nightmare Moon, in cloud form, heading in the opposite direction. The only thing more unsettling about that wraith wandering around the eerily lit, claustrophobia-inducing cavern was the unnaturally cheerful smiles and reverence they showered on that abomination. Villetta bowed to the passing apparition as the others did, but, unlike her, they did so with a twinkle of delight in their eyes.

Night Fire stopped and pointed. "It's right over there."

Villetta pressed her foreleg against her lips to keep from vomiting up her rations. The rocks, which were shaped like pony body parts, were piled in the middle of the foal class. Middleton's troops, minus nine, were staring at the rock pile with distant stares caught between despair and meaninglessness-stares that were the silent screams of their broken spirits.

"Oh I'm so sorry," said Night Fire, "I forgot to mention those rocks used to be wild ponies. They were plotting to run away, but as luck would have it, we had a true pony of the night amongst this treacherous lot. He warned us of their evil plans and well...you know the rest."

Villetta then realized Sergeant Dux wasn't with the other Britannians. "What happened to the informant?"

"I would hardly call Brawny Hooves an informant," Night Fire frowned. "He's proven himself to be a true member of the herd. I saw no reason why to keep him in the foal class." Then Night Fire leaned over and whispered into Villetta's ear, "by the way, don't you find it strange that Pure Blood blowhard decided, out of the blue, to haul flank after begging us to take his bunch of wild ponies in. I wonder if somepony say something *she* shouldn't have said." Night Fire straightened up and said out loud, "oh and be a dear and finish breaking up the big pieces for Stone Shadow."

Villetta spent the rest of the night going through the rock pile looking for the remains of Sergeant Dux only to find that he wasn't one of the Britannians turned to stone.

* * *

><p>The situation looks dire for Villetta. Will Dux rat Villetta out? Is Night Fire on to her? And what plans does Nightmare Moon have for the world? Stay tune for the next installment of <em>Rebel Against The Night. <em>

I hope you enjoyed my fan fic version of the Code Geass picture drama. If general consensus is positive, then I'll make more of these. If not, then I'll just splice this into chapter 6.


	8. Chapter 8: Dusk in the Land of the Risin

Rebel Against the Night

By

CrossoverManiac

Code Geass is owned by Sunrise, Inc. My Little Pony: Friendship is Magic is owned by Hasbro and created by Lauren Faust. This is a fan-based work not intended for commercial purposes. Character thoughts are _italics_.

* * *

><p>Chapter 8: Dusk in the Land of the Rising Sun<p>

'REMEMBER RIVALZ' became the rallying cry for the Britannian refugees confined to Shikoku Island. The epithet to the victim of Eleven violence was spray painted on buildings far and wide. For a people grounded in the hierarchy of nobility, this was an open act of defiance against the design of their princess and the peace she had forged with their worst enemy. But was she a princess? Could she call herself a ruler when she so willingly snatched defeat from the jaws of victory? Could she even be called a citizen of Britannia or was she a traitor who that exchanged her loyalty to Britannian for Japan for the sake of her Eleven lover? For if Zero was a secular messiah and Rivalz the martyr, then Princess Euphemia's role was both Judas and Jezebel.

* * *

><p>The gray ominous sky over Matsuyama was a reflection of the mood of the Britannian people-a simmering rage blanketed in grief. Murky clouds bellowed and groaned while spewing the occasional folk of lightening. Mourners by the thousands gathered around the foot of Matsuyama Castle to pay homage to the young man whose life was tragically cut short by the enemy that has imprisoned them. Rivalz' body lay peacefully inside a coffin at the pale granite base of the castle that almost blended seamlessly with the drab sky. His forelegs folded over his chest. Princess Euphemia took her place beside the body and addressed the mourners.<p>

"Rivalz Cardemonde is someone who I share an indirect acquaintance," Euphemia said to the crowds. "Though I never had the opportunity to meet him, I shared in a life-or-death situation with three of his classmates, Shirley Fenette, Milly Ashford, and Nina Einstein. We were taken hostage by the Japanese Liberation Front when they took control of the Lake Kawaguchi Hotel. Recently, another act of violence has brought us together, the one that took this young man from our community. We spoke at length about our dearly departed Rivalz. It was my privilege to hear stories about the time they spent with him as members of their school's student council. It wasn't just Rivalz that died, but a piece of their life is missing. We are all diminished at the loss of one who touched the hearts of so many." Suddenly, a winged marre sailed over the crowd and landed beside the princess. She had a lavender coat and a white mane that hasn't been groomed in quite some time.

"I've heard enough from you!" The glare from her bloodshot eyes silently screamed in hatred of Euphemia. "You think those pretty words make up for letting those animals beat my son to death?"

Euphemia held Suzaku back. "Mrs. Cardemonde, I'm sorry that you're upset."

"Upset?! You don't know what upset is. Rivalz would still be alive if you didn't surrender to the Elevens. We were better off with Cornelia."

"I've already explained my decision to surrender."

"Nothing but excuses. Cornelia wasn't afraid of those bastards. She would have finished Zero off."

"Her majesty doesn't need to offer excuses," said Suzaku. "She's your princess, and she owes you no explanation. Now please calm down or else I'll be forced to arrest you for sedition against the crowd."

"It was him wasn't it?" Mrs. Cardemonde pointed to Suzaku. "You betrayed us to become that Eleven's whore." Mrs. Cardemonde tried to cut around Suzaku to get to the princess. Whether it was to harm the princess or just talk down to her face-to-face, Euphemia never found it. Before she had a chance to get close to Euphemia, Suzaku leg-swept Mrs. Cardemonde and forced her off her hooves.

"I tried warning you! I'm now placing you under arrest!" Suzaku screamed. Then, something slammed into Suzaku's temple, then his left side, then the back of his neck. The mourners have turned into an angry mob. The security detail pulled Suzaku and Euphemia out of harm's way just before Matsuyama erupted into rioting.

* * *

><p>Shirley pushed Milly, who was confined to a wheelchair, into her private room in the hospital. Milly's wounds were healing but not without leaving deep scars-gashes across her muzzle and neck and patches of fur still missing. The setting sun cast outstretched shadows as it shined through the window. Shirley left Milly at the side of her bed and pulled the curtains.<p>

"Thank you for taking me to the funeral, Shirley" said Milly.

"It wasn't any problem at all," Shirley smiled back at her friend. "I'll do whatever I can to help you until you...hey!" Shirley raced to Milly's side. Her friend was getting out of the wheelchair on her own and staggered to reach the bed. "You shouldn't try to get up on your own."

"Don't worry about it. I'm feeling a lot stronger now."

"But the doctor said for you to stay off your feet for one more week."

"I'm not that helpless." Milly tried to climb into bed but her hooves only manage to pull off the sheets. "Maybe, I could use a little help." Shirley placed the back of her neck underneath Milly's haunches and pushed up with her legs. Milly was elevated high enough to crawl up on the bed.

"I hate that the funeral was ruined," said Shirley. "I didn't know Mrs. Cardemonte was so upset."

"Don't blame her. Blame the hotheads looking for an excuse to go back to fighting the Japanese. You'd think they'd have the decency to start a riot after the funeral."

"Milly, do you remember being...you know what I mean?"

"You can say 'raped' Shirley, and the answer is no, I don't remember, and I have no problem keeping it that way."

"It doesn't bother you that bastard stole your memories."

"Shirley, I don't want hear you say anything negative about Lelouch."

Shirley snorted angrily at Milly. "Even though he got my father and Rivalz killed and you...raped." Shirley said the last part in a hush tone.

"I'm sure Lelouch never intended for this to happen."

"No, of course he didn't intend for this to happen. That would imply he cared at all."

"I said I don't want here you badmouthing Lelouch. Please stop or I'll end this conversation right now."

"Okay, I'll quit," Shirley said as she looked down and huffed.

Milly reached out to Shirley and stroked her mane. "You used to be in love with him, you know."

"And I'm glad he erased that part of my memory."

"You know Lelouch cares about us. If he really was callous as you make him out to be, we would have been killed instead of having our memories erased."

"Then why didn't Lelouch erase my memories again when I confronted him? Tell me why?" Shirley then started crying.

"Maybe we should change the subject. You're getting upset, Shirley."

"No, that's not it. Oh Milly, I did something terrible. I betrayed you. Please, forgive me."

"Forgive you for what?"

"It was so painful to watch you suffer that I wanted Lelouch to make me forget again. When I confronted Lelouch, some part of me wanted him to erase my memories like he did after my father died. That shouldn't have ever crossed my mind. I betrayed you and Rivalz because I'm weak."

"It's okay. I don't hold it against you." Milly said as she embraced her broken and weeping friend. "Shirley, you're stronger than you think. You know that, if it wasn't for Rivalz, I would have committed suicide."

Shirley shook her head. "No, that can't be."

"But it is." Milly completed the sentence. "I was the one that ramsacked the chemistry lab looking for anything that would give me a quick death. Rivalz caught me at the last second and kept me from drinking. That's why we need each other. Together we're stronger than on our own." Milly leaned back and wiped the tears off Shirley. "Ask the nurse for an extra bed and stay with me tonight."

"You know, I came here to comfort you, but it's the other way around."

"No, you did make me feel better, Shirley. Like I told you-we'll help each other, and we'll make it through together."

* * *

><p>Princess Euphemia was in her personal office reflecting on the riot that broke out one week ago. Fifteen Britannians died that day. Mostly the elderly and young who were either trampled to death by the angry mobs or trapped in that burning building set ablaze by a Molotov cocktail. For once, she was thankful the Black Knights' air guard was around to bring order to the refugee camp. She also reminisced about the drawn out debate she had with Darlton and Guilford over the pardon she granted to Mrs. Cardemonde. She was a grieving mother lashing out in angry, not some dangerous anarchist, and it wouldn't be right to imprison her for a lapse of judgment.<p>

"A penny for your thoughts, Euphie?" Suzaku asked. Being the duty-bound personal champion to the princess, he stood poised between Euphemia and the doorway should any of the rioters attempt to harm his princess.

"We're safe inside the castle. Suzaku, you're overdoing it."

"How can you say that after what happened at the funeral?"

"You worry too much.

"Your majesty, I'm sorry to disturb you, but there's an officer from the Office of Secret Intelligence here to see you." The voice coming from the hallway was Guilford's.

"Let him in," said Euphemia while she rolled her eyes. She wasn't really annoyed. It was just that having 'secret intelligence' in the title was gratuitous since nations generally kept their military intelligence a secret anyway. Euphemia wondered if the person who named the agency was trying too hard to emphasize its importance.

Darlton, Guilford, and a third, a mundane colt, made their way inside. The stranger was short in statute with a straggly, dirty blonde mane and grayish-blue fur. Euphemia could hardly believe someone so young and unimposing could belong to a clandestine organization that answered only to the Emperor himself. But maybe the ideal spy was someone who had an underwhelming presence and who wouldn't be perceived as a threat.

The new pony reached into his saddlebag and bit into some papers which he laid out on Euphemia's desk. "Your majesty, my name is Rolo, and I am of need of your services. These papers validate my status as a member of the Office of Secret Intelligence." Euphemia examined Rolo's papers. Each page had her father's official seal. She levitated a magnifying glass over the seal looking for the subtle nuances built into the royal seal as a safeguard against forgery.

"Is Rolo your first or last name?"

"Yes," said Rolo.

"Yes your first name or yes your last name."

"I'd rather not say."

"You can't even tell me your name?" Euphemia asked. Rolo shook his head. "Very well, I won't press you for it." Euphemia went back to examining the seals. "This does looks genuine."

"Now that you confirmed my status, I would like to make a request: I need someone familiar with the Tokyo region to accompany me. His familiarity of the area should be with both Old Tokyo and the Settlement. Make a list of your best soldiers, and give me their complete profile. I will choose the one that will assist in my mission."

"I'm afraid we don't have personnel files. The Black Knights confiscated them."

"I have a suggestion," said General Darlton. "The man you're looking for is Sir Kururugi Suzaku."

"General Darlton, what are you doing?" Euphemia blurted out.

"Rolo asked for our best man," said Darlton. "Sir Kururugi is an Honorary Britannian, so he's familiar with both the Settlement and Old Tokyo, and his service record was rated in the 99 percentile. And he's trustworthy enough to be selected as the princess's personal champion."

"Your majesty, I'm afraid you must order Sir Kururugi to accompany me on my mission."

"But he's my personal knight."

"And I have orders from the Emperor that you are duty-bound to follow, and that includes making your knight available to me."

Suzaku noticed how stressed out Euphemia was and placed a reassuring hoof on her shoulder. "You don't have to worry. I'll be fine. Find a temporary replacement to fill in while I'm gone." He then addressed Rolo. "I'm ready to leave when you are."

"Good, and it won't be long either. We'll leave tonight and be at the Seto-Ōhashi Bridge before sunrise. Sir Kururugi, could we go somewhere private so we can made preparation."

"Yes sir, I know just the place."

When Suzaku and Rolo left, Euphemia slammed the door behind them. She stormed over to Darlton. "I demand an explanation!"

"Your majesty, I know I overstepped my bounds, but it was for your sake."

"My sake?! I'm perfectly capable of deciding that for myself."

"Your majesty, the citizens are questioning your loyalty to Britannia."

"What are you talking about?"

"It's not any one thing. It's everything. It's the murders the Black Knights committed and the fact that you surrendered when we had the upper hand in the battle."

"Darlton, my sister was grasping at straws thinking she could take back Japan with just a few Knightmares. Had we been taken over by another faction beside Zero's, our people might have been slaughtered."

"I know that, your majesty, but not all the commoners believe it. And there's the issue of Sir Kururugi. Our people believe you sold out to the Elevens and having an Honorary Britannian as your personnel knights furthers their doubts."

"They're Japanese, Darlton, Japanese."

"There are even rumors the Emperor disowned you for treason."

"I don't care what a few bigots say about me."

"As our princess, you should," said Guilford. "If they lose faith in you, we'll lose control over the refugee camp. For the sake of stability, please show some concern about your public image. It'll mean the difference between life and death."

"But it's not fair," said Euphemia. "Suzaku risked his life to save the Settlement."

"No, this is a good thing," Darlton said reassuringly. "Once the Empire retakes Area 11..."

"That's assuming a lot, Darlton."

"I believe the Empire will, and when they do, Suzaku's bravery will be proclaimed through all of Britannia. Then there can be no disputing either Suzaku's or your loyalty to the Empire."

Euphemia looked away from Darlton and Guilford. "I tended to his wounds after the battle. He had a concussion from Zero throwing him into a pillar. I was afraid he would die from the head trauma. I stayed up all night keeping watch over him as he drifted in and out of conscious." Euphemia turned around and glared at Darlton with eyes filled with hurt and anger. "How much does Suzaku has to suffer before our people will trust him? How many times does he have to get hurt before we believe in him?"

* * *

><p>Kallen came back to the broken home where she grew up. Plans were being made to convert the luxurious, three-story Stadtfeld mansion into a housing office for the Japanese moving into the Settlement. The air was filled with the scent of sawdust and the noise of banging hammers. Carpenters, all horned types, were taking down the old partition walls and building up new ones for the new floor designs. One of the workers caught sight of Kallen and greeted her.<p>

"Are you Kōzuki Kallen?" The carpenter asked.

Kallen nodded. "I got a message saying that I left some of my stuff behind?"

"It's just a photo album and some keepsakes."

"That's funny? I thought I took everything with me."

"We kind of stumbled across it during renovations. It was stuffed away in a hollow spot in the walls of the study room.

"Where is it?"

"We put in your bedroom. It's that last bedroom on the third, right? They've been waiting for you for the last two weeks."

"Yeah, sorry about that, but I just got back from the refugee camp."

"Ma'am, I was wondering..." Kallen waited for the carpenter to finish his sentence but was getting tired of waiting for him to decide whether he should continue talking or not.

"Just spit it out."

"I was just wondering why a Britannian would join the Black Knights. I thought you just worked here, but then I heard your name was Stadtfeld and..."

"I'm only half-Britannian. My mother is Japanese, and I go by her surname."

"I'm sorry for bringing it up, ma'am."

"You didn't hurt my feelings."

Just as Kallen was going upstairs, the carpenter called out to her.

"You don't mind us turning your house into an office?" He asked.

"This place has nothing but bad memories," Kallen said without turning to face the carpenter. "In fact, I wish you tore it down."

Kallen's bedroom was stripped bare of its contents. The room was an empty chasm. The only item inside was a bag at the center. Kallen put her head inside and bit into a brown envelope. The other items Kallen removed were a plaque and red-ribbon medal. Kallen scratched her mane wondering why her father hid away these items in his study. It then came to her attention that the inscription on the plaque was in kanji. It was a second place medal for her older brother Naoto, who died as a resistance fighter against the Britannian Empire. It was at that moment the memories of a long-forgotten childhood flooded her thoughts.

Before the Britannians took over, Naoto won second place in the high school track and field competition. Her mother took her out of class early to watch Naoto compete. After the tournaments were finished, they had a little picnic at the park eating homemade riceballs.

Kallen then looked over the plaque. The inscription read: _Congratulation Kōzuki Naoto for three years of perfect attendance in Toho Academy__._ It was from Naoto's old middle school. It then occurred to Kallen what might be in the envelope.

Kallen emptied the envelope of the old photos of Naoto that went as far back as his infancy. Her father had kept the pictures of his first-born child. _I was wondering where these went. Oh father, I thought you disowned abandoned Naoto for joining the resistance against Britannia. If I only knew you still cared..._

"I can't believe you gave up your father's house!" Kallen turned and faced the white unicorn with a blonde mane and a hindquarter symbol composed of three gold bars.

"I thought you'd hightail it out of here after we took back Tokyo," Kallen said to her step-mother, Lady Odessa Stadtfeld. "What happen to your loyalty to Britannia?"

"Don't question my decisions. Have you forgotten who it was keeping a roof over your head?"

"It wasn't you, step-mother. And what the hell are you doing here anyway? Britannians can't live in the Settlements."

Lady Stadtfeld closed her eyes and took a deep breath. "I've been trying to track you down."

"You didn't do a good job of it. How many months has it been since the Black Knights took over? All you had to do is ask arou..."

"Your mother is dead," Lady Stadtfeld interrupted. "I'm sorry to tell you, but I thought it would be best if you heard it from me. I know we didn't get along, but..." Lady Stadtfeld looked off to the side. "I'm sorry I took so long finding you. But the Black Knights I spoke with wouldn't tell me because I used to be a Britannian. When I heard you might be coming back here, I knew this would be my only chance to reach you with the news."

Kallen was taken a bit off-guard by the uncharacteristically kind gesture coming from her estranged step-mother. Her gaze softened. "I already knew she was dead. I went to check on her myself, but thank you for going through the trouble to tell me."

Lady Stadtfeld grinned. Her smile was not the appreciative smile that Kallen showed. It was as though she was trying to hide the distaste of having to suck on a bitter lemon and failing at it.

"Since I did go through the trouble of tracking you down, I was wondering if you could return the favor and talk Zero into giving me a few minutes of his time."

Kallen frowned at the request. "I should have known. You never did anything for me without expecting something in return."

"I gave you a home even though you're not my child! And I never asked anything from you, you ingrate! How dare you say I never did anything for you!"

"Father gave me a home, not you! He gave me a home even though you wanted to send me away! Don't you take credit for someone else's kindness! Zero's too busy to listen to you beg for your house back and I'm not going to bother him with it! So cut the loving mother act!"

"I see this was a waste of time," said Lady Stadtfeld who then smirked at Kallen. "Oh, as for your mother, she was quite the sight to look at. She'd make a perfect carnival sideshow exhibit and she's used to selling her body anyway." Lady Stadtfeld's head jolted from a slap across the cheek.

"SAY ONE MORE THING ABOUT MY MOTHER AGAIN! I DARE YOU, YOU BITCH!"

Then Kallen was knocked back by a flash of light. Lady Stadtfeld landed a blow with her telekinesis. It was strong enough to knock Kallen on her flank. Stadtfeld felt something running along her lip and wiped it with a white handkerchief she kept in her saddle bag. There was now a red streak staining the white cloth.

"I don't care if your father divorces me. I'm done babysitting his bastard daughter. If he cares so much, he can swim across the Pacific and tend to you himself." Lady Stadtfeld stomped out of the room.

Kallen stuck her head out of the doorway. "I never asked you to take care of me!" She yelled out to Lady Stadtfeld, who was heading downstairs.

"Hey, what happened to you," one of the construction workers, who dropped what they were doing to check on Kallen, asked Lady Stadtfeld. The former Britannian noblewoman shoved the worker to the side and went out the door. There, she was greeted by Demegawa and a few other horned types.

"What happened to you, Odessa?" Demegawa rushed to Lady Stadtfeld and tried to examine the cut lip but was pushed away.

"Don't try babying me," said Stadtfeld. "I'll live."

"Was it those construction workers?"

Stadtfeld shook her head. "My step-daughter, actually. Don't worry-she'll get what's coming to her soon enough."

"So, meeting with Zero is out of the question?"

Lady Stadtfeld shook her head. "He'll meet with us, eventually. We'll just have to shake things up first."

* * *

><p>Suzaku and Rolo trotted along the tracks leading to the Seto-Ōhashi Bridge. It was an hour before dawn. They didn't have long before daybreak would deny them the cover of darkness.<p>

"Maybe we should wait until tonight," Suzaku suggested. "I don't think we can sneak pass the guards and get the cross the bridge in time."

"That would take too much time," said Rolo. "The window of opportunity will open in 48 days from now and close soon after. The mission will fail if we're not in Tokyo on that exact day."

"That's plenty of time to walk to Tokyo. It's better to take our time than risk getting caught." Suzaku then noticed they were coming up to the checkpoint. It was well-guarded with two squadrons of Black Knights. "Hold on Rolo," said Suzaku. "They'll see us."

"It won't be a problem, Sir Kururugi," said Rolo. "I am in charge of this mission. You have no other choice but to defer to my judgment."

"Yes, sir," said Suzuki, who was feeling more apprehensive as they closed in on the checkpoint. In the back of his mind, Suzaku hoped Rolo had a double agent stationed at the checkpoint. Just then, two spotlights beamed directly on them.

"Halt!" One of the Black Knights guarding the checkpoint ordered. He was a horned type armed with a bow and arrow that was suspended in mid-air by his telekinesis. "Identify yourself or else I'll open fire." He strung the bow back and took aim. The other soldiers drew their spears and stood poised to attack. The winged types hovered about ten feet off the ground.

Suddenly, Rolo disappeared from Suzuka's side and reappeared beside the horned type with the bow and arrow. Rolo plunged a knife through the Black Knight's throat. The winged Black Knights for some unknown reason, also teleported from their position. They were now lying on the ground as though they stopped flapping their wings and let gravity take over. Rolo then disappeared and reappeared again, but this time he left a row of dead Black Knights in his path. A second 'teleportation' wiped out the rest.

"How did you do that!" Suzaku asked as he galloped to the checkpoint. "You don't have a horn. How were you..."

"That is top secret, Sir Kururugi," said Rolo. "You are not to reveal nor discuss my power with anyone."

"Yes sir." While Rolo was in the glow of the spotlights, Suzaku couldn't help but to notice the red strip on Rolo's right eye that resembled a bird.

* * *

><p>Alexander Franklin, once a baron whose lineage went back to the very Benjamin Franklin that saved the crown from Washington's Rebellion, was reduce to pulling an antique harvester. The rice patty terraces that ran along the contours of the mountain were steps for a giant leading to the top of the hill. Each terrace was an artificial marsh created to grow semi-aquatic crops, and like any other marsh, it was a struggle just to take a step as the mud-covered ground held fast to the farm ponies' hooves. It was hell for someone used to being waited on hand and foot by his servants, especially when that same person was pulling an antique combine harvester. Franklin stopped in his tracks and sat on his haunches. He was too exhausted to care that he was sitting in mud.<p>

"Hey you!" A voice called out from above. "Break time isn't for another hour and a half." A winged Black Knight was keeping an eye on the laboring mundane ponies from above. She floated down and settled just an inch above the marsh. "Deputy Commander Ohgi wants this field harvested by the end of the week. So, no goofing off or else I'll dock your pay." It was then a mundane stallion with a dark green mane and orange coat wedged himself between Franklin and the Black Knight's work foreman.

"Cut him some slack, will you?" The orange stallion said. "Can't you see he's exhausted?"

"If you don't move your ass, I'll dock your pay as well."

"Go to hell."

The winged Black Knight just shook her head. "I'm docking you both an entire day's wages. But you two better still work if you don't want to be arrest for dereliction of duty," she said before flying off.

* * *

><p>The sun was setting on the work camp. Most of the mundane types had already turned in for the night. However, one of them was in an argument with his stomach. Franklin stared at the flicking flame of the camp fire as hunger pains rumbled in protest deep within his bowels. He had consumed the last few tablespoons of rice yesterday. The surrounding land had been nibbled to the roots by the other mundane ponies, and without today's wages, he couldn't purchase the very rice that he helped harvest. It was then another pony, the very orange stallion that stood up to the flying foreman, placed a riceball wrapped in a paper towel beside him.<p>

"I thought you could use a little charity."

Franklin devoured the riceball in a matter of seconds and greedily licked the leftover kernels. "Oh dear, are you sure you can afford to share your food with me? I should have asked." Franklin wasn't really concerned about depriving his benefactor of food, but it was necessary to maintain the appearance that he cared.

"It's no problem at all," said the orange stallion. "My friends all chipped in to help." He slid a bag of rice to Franklin.

"Why thank you, Mr..."

"The name's Ebisawa Taro. And yours?"

"It's Alexander Franklin. I'm indebted to you, Mr. Ebisawa. You are a generous man to give aid to a Britannian noble."

"Don't sweat it, Franklin? You mind me asking why a Britannian noble took the loyalty oath."

"I don't mind at all. To tell the truth, I didn't have much a choice. Someone falsely accused me of deserting my post during the siege, and I would most certainly faced reprisal because of that terrible lie."

"You're learning about how the new world works."

"The new world works?!"

"It's all about the wings and the horns. You're a nobody without them."

Franklin leaped up. "But I'm a baron!"

"Keep it down before you get us arrested."

"Oh, sorry."

"I know how you feel. I used to be a Black Knight. My brother and I were members of the ground forces. It was our job to take the lower parts of the Settlement. Everything was going fine until the Brits got one of their Knightmares working again. It was mowing down every mundane type that crossed its path. It even killed my brother. And you know what our air troops were doing? They tucked tail and flew away leaving the ground forces without any air support. After the battle, I let one of those birdbrains have it. They kicked me out, but it was worth it after what they did to us."

"I see why you hate people with wings, but what about horns?"

"You used to be a baron. Well, I used to be an engineer, and I thought after we defeated the Brits that I would go back being an engineer. Turns out, the guys with the horns were getting all the work. I can still draw blueprints. I can write with my mouth just as well as they can write with their mental powers, but they won't give me a chance. Not that it matters, the Black Knights made us into slaves...oh I'm sorry...I meant to say civil service draftees."

"I heard it was a mundane that gave the order."

"Then you didn't hear the whole story. He's some pushover and the guy who really gave the order is a flyboy. I'm telling you-everyone here without wings or a horn is a second-class citizen."

"Maybe it doesn't have to be that way."

"Whadda mean?"

"We mundane ponies have all the food." Franklin grinned devilishly at Ebisawa. "From what I understand, there was talk about rationing food for the winter. They would only do that in the face of a food shortage. We would only have to take over a small percentage of the food supply to make life difficult for the horned and winged ponies. We'll threaten to destroy the crops if Zero doesn't give in to our demands."

"I like the way you think," Ebisawa smiled. "We'll show that horned bastard Zero he can't make us his slave labor."

* * *

><p>"You did what!" Tohdoh yelled. He, Ohgi, and Diethard were slumped over a conference tables; its legs were cut in half in order to compensate for the loss in statute.<p>

"We had to. The food supply's running low." Ohgi said defensively. "It's only temporary."

"Forced labor for even a day is morally abhorrent."

"What do you mean 'forced labor'?" Ohgi looked to Diethard. "Did you enslave Japanese?"

"The USJ Articles of Governance gives us the right to draft citizens in a time of national emergency. They were fairly conpensated for their..."

"That doesn't matter. The draft was set up to provide manpower for time of wars, not for slave labor." Tohdoh slammed his hoof on the table. "And it wasn't necessary. Had you told the Japanese the situation, you would have had more than enough volunteers."

"Tohdoh," said Diethard, "as members of the Black Knights' command structure, we don't need to explain ourselves."

"Spoke like a true Britannian. Our people didn't wait seven long years just to switch task masters. They don't serve us. We serve them."

"Diethard," said Ohgi, "I'm ordering you to discharge the Japanese that were conscripted."

"That'll be easier said than done," Tohdoh sighed. "There are reported uprising in some of the agricultural prefectures. The grain store houses were taken over and now our distribution has been cut by a third. We have no choice to ration food, starting tomorrow."

"What if we explain everything to them?"

"They're not listening to reason. They want Zero to step down and for us to elect a new leader-one that has neither horn nor wings."

"You mean a mundane type? But they can't expect us to divide Japan into three races."

"Why not? We already have." Tohdoh was looking squarely at Diethard. "Zero, what do you suggest doing?" All eyes turned to Zero who was at the head of the conference table staring down at the floor. "You've been quiet this whole time. Care to share your input with us?" Zero looked around the room but avoided making eye contact with the others. "Well? What do you have to say?"

"I'm not sure."

"Not sure?!" Diethard yelled. "There's only one course of action to take. This uprising has to be put down immediately."

"And cause more needless bloodshed in the process? Acting without thinking is what got us in this mess in the first place! We should continue negotiations."

"Zero, they're not negotiating," said Tohdoh. "They made it perfectly clear that they won't settle for anything less than having all their demands met."

"I said 'continue negotiation' and that's final!" Zero then started to leave the room. "Now, you will excuse me. I have other matters to attend to."

* * *

><p>"Don't you think this is a bit out of the way, Barnstormer?" Villetta asked. They were trotting along the side of a steep hill. It was tasking for Villetta to walk on the rocky, uneven ground.<p>

"Sorry," Barnstormer apologized, "I've been flying so long that I keep forgetting how hard it is to get around on hoof."

Villetta was weighing her options. _Barnstormer still had a creepy obsession for me and this little incursion could be the finale to a fatal attraction. We're far enough away from the camp that he could rape or kill me and get away with it, but it also means I can kill him and make a run for it myself. But he's a pegasus. I'd only have one shot to kill him and if I make a mistake, he could fly out of reach and warn the others. And then I have to find my way back to the Settlement without getting caught by the Elevens, and it didn't go well for me the last time I tried it. And that's assuming the Viceroy is still alive. If Nightmare Moon was telling the truth, the Elevens may have killed them all._

Barnstormer then stopped by a pile of rocks. "Okay, we're here."

"Oh thank heavens. My hooves are killing me." Night Fire's cruel brand of re-education had its effect and broke Villetta from using human colloquial.

"Do you trust me, MB?" Barnstormer asked.

"Of course I trust you." Villetta lied.

Barnstormer pawed a pile of rocks. As he dug deeper, patches of fur surfaced. Villetta was horrified to see what was buried under that pile of rocks.

"Sergeant Dux," Villetta gasped. "Did you do this Barnstormer?"

"Yes, and I did it for us, Moonlight Blossom." Villetta backed away from Barnstormer as he walked towards her. "I saw you talking with him and that other wild pony." Villetta lost her hoofing and stumbled. "I know you were only trying to help, but you shouldn't scheme against Nightmare Moon. Don't you understand-she'll kill you, and then I'd die too because I can't bear to be without you." Barnstormer scooped Villetta up and flew far above the mountain tops until the pine wood trees looked like twigs. "You have to learn to trust me, Moonlight Blossom. You have to forget Britannia, forget about Lord Jeremiah. That's all in our past."

"Please, Barnstormer, can't we talk about this on the ground?"

"You're not trusting me, Moonlight Blossom! You know I love you too much to let you fall, but you still won't trust me!" Barnstormer was hysterical. Villetta could feel his front and rear legs trembling as he held her aloft. In his frenzied state, Barnstormer could inadvertently drop her at any moment.

_Calm down, Villetta. If you panic, then Barnstormer will panic too and drop you._ Villetta closed her eyes and let her racing heart settle down. "Okay, I trust you, Barnstormer. I know you won't drop me."

Barnstormer glided back down and dropped Villetta off right next to Sergeant Dux's body. He nuzzled against her and whispered in her ear between breaths, "you see...you're safe...safe with me...Moonlight Blossom." Barnstormer took a deep breath and let his racing heart settled. "You don't have to be afraid anymore. I'll take care of you. I promise." Barnstormer said as he planted kisses on Villetta's forehead and cheeks.

* * *

><p>"General Darlton, Sir Guilford, must I choose a replacement for Sir Kururugi?" Euphemia pouted. Her elder sister's former confidants led Euphemia to the Matsuyama castle courtyard much to her objections.<p>

"It's necessary to keep up appearance, mi lady," said Guilford. "Having a Britannian as a personal champion will reassure the people that you are still loyal to the homeland."

"So, how many potential knights will I choose from?" Euphemia asked. Darlton and Guilford glanced at each other and then looked off to the side. "Is there something wrong?"

Darlton stomped his hoof and created a loud clop that echoed through the castle hallway. "It's the fault of these craven nobles," he grumbled. "They're like rats leaving a sinking ship."

"And what is it that's their fault, Darlton." When they reached the courtyard, Darlton shamefully pointed to one solitary mundane type waiting on a park bench. He was a young stallion, approximately Euphemia's age, had a bright red mane, blue eyes, and a forest green coat with red spots that gave him the appearance of having freckles. Perhaps he was a ginger before the transformation. Upon seeing the three going into the courtyard, the stallion smiled for a moment before he remembered what his place was and jumped up at attention."

"Only one candidate?"

"Please pardon Guilford and I, mi lady, but the nobles have abandoned you. They actually believe you were disowned by the Emperor and that they'll be stripped of their noble status if they associate themselves with you."

"If you wish your majesty," Guilford volunteered, "I can be your champion." Out of the corner of Euphemia's eye, the candidate stared down at the floor with a glower look on his face.

"I like you where you're at now, Sir Guilford. You've done an excellent job organizing the refugee camp. It would be an arduous task to find someone who could fill your shoes." The candidate's mood perked up.

"Are you sure, your majesty? A knight's first duty is to protect the crown."

_I can't choose Guilford as my personal knight. He'll insist on permanently replacing Suzaku. I have to dissuade Guilford without hurting his feelings. He's still blames himself for Cornelia dying. I'll have to word this carefully. _"You're already by my side most of the time. I could count on my fingers the number of times we've been away...if I still had them. Having an extra protector won't hurt."

"In that case," said Darlton, "allow me to introduce Reginald Franklin, son of the former baron Alexander Franklin."

"Former Baron?!"

"May I explain?" The candidate hung his head down and spoke up in a sheepish tone. "My father abandoned his post when the Black Knights took over the High Ground Level."

"Don't let that dissuade you, mi lady," Darlton spoke up. "This young man fought bravely alongside the former viceroy and has four confirmed kills. The apple fell far from the tree with this one, mi lady."

"Darlton! That's rude," Euphemia rebuked.

"No, it's quite alright," said Reginald. "I've accepted the fact that my father isn't exactly a brave man."

"Don't you worry, Sir Franklin," said Darlton. "Your service to the crown should overshadow the discretions of your father and preserve your social status."

"In that case," said Euphemia, "I choose you, Sir Franklin, to be my champion in Sir Kururugi's absence. Come with us so that we may plan out the formal ceremony."

Reginald Franklin could barely contain his joy as he fought against the smile creeping across his face.

* * *

><p>After the Battle for the Settlement, when it was discovered the Britannians found an alternative power source to sakuradite, the Black Knights took on the difficult task of towing the Knightmares from the oceans cliff when they were left on the Night of the Transformation to the Yokohama dock warehouses for safe keeping for the day when they unlock the secret of this new source of power.<p>

Kallen, who was flying over, spiraled down and glided through the warehouse bay doors. One of the new recruits reported a group of ponies performing unauthorized maintenance on the Knightmares, and Kallen took a short flight to Yokohama to see for herself. Sure enough, there were ponies dismantling the Gurren Mark II, Kallen's Knightmare Frame.

"Just what the hell are you doing!" Kallen yelled at the ponies fondling her machine. She galloped full speed and shoved a horned worker out of the way. "Who gave you permission to put your hands on my Gurren?"

"That would be me." Kallen turned her attention to a rather annoyed-looking mundane mare. She had a blonde mane and orange crème coat, but what stood out about her the most was the purple diamond mark on her forehead and a long red pipe hanging off her lips at an angle. "Is there a problem?"

Kallen marched over to the mare. "You're damn right there's a problem. No one's allowed to touch our Knightmares without authorization from Zero. Just who the hell are you anyway?"

"I am the Gurren's mother."

Kallen tilted her head and frown in bewilderment. "It's mother?" The confusion was short-lived when Kallen made the connection between the mare's claim to motherhood and the Gurren. "You're Rakshata?!"

"Well who else would I be?"

"But your flight to Japan? It was on the night of the transformation. You should have..."

"...crashed? We almost did, but when I heard Japan was blacking out, I talked the pilot into making an emergency landing. The plane lost power just after touching down in the Gobi Desert. We traveled on foot to Shanghai and paid a hefty fee for smugglers to get us to Japan." Then Rakshata did something that caught Kallen by surprise. The pipe stuck to the Indian scientist's hoof as a stream of smoke passed between her lips.

"How you're doing that?"

Rakshata looked down at the pipe. "You mean this? Take a look for yourself." Rakshata tilted her hoof showing Kallen a horseshoe with brown tabs lining its perimeter.

"Magnets?" Kallen guessed. The magnetic tabs were in contact with hose clamps fastened around the pipe's shank.

"Not just magnets," Rakshata said.

Kallen examined the hoof more closely. There was a black strip running along the hoof's central groove.

"Is that Velcro?"

"It's crude, I know, but it's quite effective. Between the two, I've regained 25% of my dexterity. The long walk got me thinking of other ideas to get around our lack of fingers. Interested in hearing about them."

"Never mind that. I want to know what you're doing to the Gurren?"

"If you must know, my team is removing the modification *that man* made on the white Knightmare Frame and placing it on my child," Rakshata said as though she just happen to spat something vile on the tip of her tongue at the same time she said 'that man'. "I have no idea how the internal mechanism for the power generation packs work, but they're self-contained so they can be installed on the Gurren once the upgrades are completed. After the power plants are installed and we make modification to the cockpit interface, we'll begin work on the anti-personnel gun turrets. Since there isn't any sakuradite to propel electromagnetic rounds, we have to resort to compressed air. We're also looking into chemical combustion but that may take awhile to come up with a mechanism to discharge chemically-propelled rounds at high rates of fire..."

"Hey wait a second!"

"Is there something wrong?"

Kallen motioned to Rakshata to distant herself from the others. "You were talking as though you knew the identity of the scientists who made the nuclear reactors," Kallen said in a hushed tone. "If you got your hands on top secret information..."

"Oh please, I didn't need to peek in your secret files. The Pudding Earl wouldn't let anyone touch his machine without his supervision." Rakshata took a drag from her pipe and exhale another cloud of smoke.

"Pudding Earl"

"My nickname for Lloyd Asplund."

Kallen had a feeling that they may have been something between them but decided it was best not to press Rakshata for details.

"Before I get further off subject, some of your people haven't been checked out yet." A winged mare stopped the work she was doing on the Gurren's Radiant Wave Surger and looked down upon Rakshata and Kallen

"Resistant fighters with red tape. Now I've seen it all."

"We're not resistant fighters anymore. The Black Knights is the USJ's official military defense force. The red tape is really for the sensitive material like the Knightmares." The winged mare eased herself down just enough to pry without being noticed.

"I only came here with two other scientists. The rest are your men." The winged mare causally and quietly flew off.

"Hey you," Rakshata called out to the mare. "We're on a tight schedule. Where you're sneaking off to." Suddenly, the winged mare picked up speed and hastened to the exit.

Kallen, realizing that the mare might have been flying away to avoid being questioned, took off after her. The fleeing mare, hearing wings flapping behind her, sped up, but it wasn't enough. Kallen was about to overtake her, when the winged mare kicked her in the nose and flew away. The winged mare was about to exit the warehouse when one of the rank-and-file Black Knights flew in her path. They would have collided had it not been for the winged mare making a steep dive and then pulling up just in time with only a scraped up chest to show for it. She almost made it to the exit adjacent to the first one when Kallen landed on her back. The added weight too much for the winged mare, and both she and Kallen make a rough landing.

"Let go of me, you damn Eleven!" The mare yelled.

"She's...a Britannian," Kallen said dumbfounded.

* * *

><p>Lelouch was about to make another exersion to Nunnally's room when he was cut off by Kallen, who was sitting on her haunches with a crossed look on her face. Just behind Lelouch was C.C.<p>

"Excuse me, Kallen, but do you mind stepping aside."

"As a matter of fact, I do mind. You've been shucking your duties and spending all of your time here."

"I can have you transferred if this is a..."

"That's not the issue. Did you know we caught a Britannian spy? She gain access to the Gurren and was sabotaging the Radiant Wave Surger before we found her out. Zero, you were the one in charge of vetting recruits for top-secret work, remember?"

"Yes, I remember."

"Then why aren't you?"

"We found her out. What else do you want?"

"You know better than that, Zero. There could be more Britannians than just her. And why are you always going to see Nunnally? Is there something going on between you..."

"Don't you dare accuse us of perversion!" Zero yelled.

"Then what else could you possibly be doing with her?"

"I TOLD YOU TO SHUT UP!" Lelouch yelled to the top of his lungs. "I won't hear another word on the subject! Accuse either Nunnally or I of acting inappropriately again and I'll have expelled from the Black Knights. Is that understood?"

"Yes sir, I understand."

"I'll take care of these spies. It's no longer your concern."

Kallen nodded her head and flew away. _Good going, Kallen. You almost got booted out of the Black Knights. Well, hopefully, this will snap him out of his depression._

C.C. tapped Lelouch on the shoulder. "With your Geass, finding the identities of her accomplices wouldn't be problem."

"Oh that's right," said Lelouch. "Thanks for reminding me."

"I shouldn't have to. That normally would be the first thing to come to mind. Did the assault on your classmates shake you up that badly?" Lelouch wouldn't answer. "I'll take that as a 'yes'." Lelouch grunted and disappeared into Nunnally's room.

* * *

><p>The early bird shoppers were greeted not by store clerks and cashiers, but by Black Knights guarding the entrance. Just after sunrise, Ohgi, carrying a megaphone with his mouth, emerged from the store.<p>

"Could one you help me with this thing?" Ohgi asked.

One of the Black Knights left his post and bit into the megaphone handle awkwardly held it to Ohgi's face.

"Could you raise it a bit...one that's too high...point it to the right," Ohgi and the guard wrestled with the megaphone a bit until a helpful horned pony telekinetically positioned the megaphone for Ohgi.

"Oh, thank you," said Ohgi.

"You're welcome," said a sultry, feminine voice.

"My name is Ohgi Kaname, Deputy Commander of the Black Knights. Now, I know some of you are concerned that the numbers of peacekeepers in the Settlement and Old Tokyo has increased. Rest assured. Everything will be fine, but we still need your complete cooperation. As you know, Zero made contingency plans in case of food shortages. Well, there's been a slight set back in food production and we're enacting our contingency plan."

Then, without warning, megaphone floated away. It happened so suddenly, Ohgi didn't have time to react.

"I wouldn't call greedy mundane types hogging the food a 'set back'." It was the same sultry voice from earlier. Odessa Stadtfeld stepped out of the crowd and faced them. "Don't tell me you didn't know the mundane types in the farming prefectures took over the food supply."

Ohgi galloped over to Lady Stadtfeld. "What the hell do you think you're doing?"

"I'm telling them the truth about what your kind is doing."

'My kind'?! Going by your accent, you're the only one here who isn't Japanese."

"That's not what I'm talking about." Mrs. Stadtfeld motioned to her horn. Realizing what she was up to, Ohgi tried to take back the megaphone, but before he could, Lady Stadtfeld. Ohgi leaped for the megaphone repeatedly, but each time it was levitated out of reach. Some of the Japanese in the crowd chuckled at the undignified display.

"Give it back or else I'll have you arrested!" Ohgi yelled. Just then, some of the other horned ponies stepped out of the crowd and between him and Lady Stadtfeld. Ohgi recognized one of them as Demegawa Hitoshi, the guy who was discriminating against that mare for not having a horn.

"You'll get it back," said Lady Stadtfeld. "I'm only borrowing it to say one more thing." She then addressed the crowds again. "It was the mundane types that are withholding food. And yet, I bet this mundane type here," she said pointing to Ohgi, "will insist that we all have the same amount. Just think about it when they give you your paltry share." Lady Stadtfeld smirked as she levitated the megaphone right in front of Ohgi. "Didn't you have something to say?"

"I know this sound bad, but don't listen to..." Ohgi said when Lady Stadtfeld released her power over the megaphone and letting gravity take its course. There were more snickers from the crowd, but mostly from the horned Japanese. Ohgi shot a dirty glare at the other Black Knights. One of them, a winged stallion, held the megaphone up for Ohgi, who, this time, took the initiative and position it for the recruit. "Don't listen to this Britannian. She's only trying to turn the Japanese people against each other."

"I don't know what he's talking about," Lady Stadtfeld said. "I took the loyalty oath."

Ohgi pulled away from the megaphone and said, "you just nullified it by that stunt you pulled." He then spoke into the megaphone and said, "every household will be permitted one bag of rice, two bags of hay, and one bag of nori. Everyone must give their home address to the store clerks before checking out their merchandise. After today, we'll have set days of the week for people to purchase food by the alphabetical order of your surname as written in romanji. The store clerk will provide you with the schedule. They're opening the doors in one minute. Please, come into the store in an orderly fashion and only twenty can go into the store at a time and only one person per household.

Lady Stadtfeld and the other horned ponies that accompanied her stepped out of line. Demegawa, who was about to move up in line took noticed.

"Hey, aren't we getting our food?" Demegawa asked.

"I wouldn't go in there if I was you. If everything goes as planned, it might not be safe in there." Demegawa perked up as Lady Stadtfeld whispered in his ear.

Lady Stadtfeld's little gang of horned ponies watched the tension build. Everyone was on their toes. The crowd seemed to eye each other with suspicion that the person next to them may be against them for not being the right race. One mundane stallion was shoved in the rear by a winged mare. He then murmured something about not hitting women. For a moment, chivalry trumped the racial divide. But that would only go so far.

Just as a mundane stallion was about to get his turn to pick up his household's share of the rations, a horned stallion shoved him out of the way and bullied his way inside.

"No skipping!" A mundane Black Knight yelled out. He stepped in front of the horned stallion.

"Or else what? I'll starve?"

"No, we have plenty for you to eat in the stockades, and they'll have to carry to there in a stretcher if you don't get the hell out of here!"

"It's okay," said the mundane stallion that was showing civility than the Black Knight guard. "He can go ahead of me."

"I didn't ask for your permission," the horned stallion sneered.

"You ought of," said the mundane Black Knight. "It's our kind that keeps you fed."

"Slaves should be working in a field, not mouthing off to their superiors."

"What the hell did you just say?"

"Well what else can you kind do? It's not like you're good for anything else but pulling carts and plows?"

The mundane Black Knight pawned the grown and snorted. The horned stallion did likewise.

"Hey look, we don't need to get violent." The mundane stallion, who was trying desperately to defuse the situation, inadvertently ignited a powder keg. Just outside the grocery store, a winged stallion, that was halfway paying attention, saw the mundane stallion step inside the store without any other person exiting it.

"That bastard is jumping the line!" The winged stallion yelled out not realizing the pony 'jumping' the line was trying to keep a fight from breaking out. The winged stallion flew over the group only to be slammed back to the ground by a horned stallion that then bolted for the door only to be kicked in the side by the mundane stallion that was shoved from behind by the winged mare. And it was that very same winged mare that leaped on the mundane stallion's back and was pulling out his mane with her teeth. And then it went downhill from there.

* * *

><p>Alexander Franklin feasted like a king. As one of the leaders of mundane pony faction, he had free reign of the store houses, and that privilege was abused shamelessly. Franklin was on his back reclining on a pile of rice; his stomach bulging out from overindulging. Ebisawa Taro, the other leader, was on his haunches with a hoof under his chin.<p>

"I told you this would work," Franklin gloated. "We have the food to ourselves and Zero better abdicate his position or else those hungry mouths might force him to resign as leader the hard way."

"I don't know," said Ebisawa. "It seemed like the right idea at first, but now I'm worried. We could wind up hurting a lot of our own kind in the process, and even I don't hate the other types to starve them to death."

"How many times do I have to tell you it won't go that far? Do you really think they'd let Zero stay in power for long if it means starving? No, they won't. They're looking out for themselves just as we're looking out for all of the mundane types in Japan. We'll be heroes-the saviors who rescued the mundane types from the oppression of the winged and horned races."

"And that's another thing-we took this place with barely a fight. It was like the Black Knights didn't try to take it back."

"That's because we have the power to grow food. Didn't you feel it, Ebisawa? The connection we have with the earth? The other two races lack that power. They'd starve if they killed us off."

"Wouldn't they just get more mundane types to take our place? There's plenty still left in just Tokyo alone"

"That's why the timing of our revolt is so perfect. The growing season will be over soon. By the time they get rid of us and dispatch our replacement, it'll be too late for them to grow anymore crops."

It was then one of the mundane guards rushed into the store house. "I'm sorry to disturb you, sirs, but there's a problem with the clouds."

"Well of course there is," said Alexander with a tint of annoyance in his voice, "it hasn't rained in a while. Tell us something we don't know."

"But we found out why. Come with me, I have to show you."

"Come on, Franklin," said Ebisawa, "this may be important."

"If you insist," said Franklin. He strained just to get back on his hooves.

When they went outside, the guard pointed at a single cloud racing across the sky. Alexander pressed a hoof over his forehead.

"You brought us outside to see a cloud?" Franklin mumbled.

"Sir, the cloud's moving against the wind."

"Do anyone have binoculars?" Ebisawa asked in a panicked voice. Another guard held out a pair of binoculars and pointed them at the cloud. "Franklin, you have to see this?" Ebisawa stepped aside for his co-conspirator to get a look through the binoculars.

"Oh sure, right away." Franklin said in a voice that betrayed his feelings of trepidation. He looked through the binocular and saw a swarm of winged ponies pushing the cloud away. "They're stealing our clouds."

Then, piece of the cloud broke away and were being strung out and crisscrossed together. The winged types were skywriting a message to the mundane faction below in kanji.

"What the hell are they saying?" Franklin said. "I can only read some of it."

"It says 'you may have the land, but we have the skies'." Ebisawa stomped the ground until his hoof dug about six inches into muddy ground. They're cutting us off at the knees. That's it! If they want to go all out on us, then so can we. We'll burn the grain before we let them have it."

"Weren't you the one worried about them starving?"

"That's before they tried to kill us with a drought!"

"Look Ebisawa, we still have the food and we're the ones with the green thumb. They need us more than we need them. That means we still have a stronger position to negotiate. The mundane types can still come out on top if we play our cards right."

"Yeah," said Ebisawa, "that's a good idea. We'll wait them out."

"And since we have the underground aquifers, we still have drinking water," said Franklin. "All these idiots are doing is hurting themselves."

* * *

><p>"What the hell happened to you?" Kallen asked the bruised and beaten Ohgi. Though the wounds weren't life-threatening, Ohgi was still worse for wear. Bits of his mane were missing. There was also a swollen lip and a bump on the top of his head that almost looks as though Ohgi was about to spout a horn. Yoshitaka was tending to his comrade-at-arms.<p>

"There was a riot at the grocery store on Asahina Street," said Oghi.

"I never heard of Asahina Street?"

"It used to be Clovis Street, but we renamed it in honor of the Holy Sword that died in the Battle of the Settlement."

"I told you to stay still," Yoshitaka scolded Ohgi. "How can I keep the ice pack on you when you keep moving around."

"Oh sorry," said Ohgi who then pressed a plastic bag full of ice on the bump on his head. "But like I was saying, there was a food riot on Asahina Street."

"How could the Japanese fall so far?" Kallen asked. "Foot riots breaking on the first day of rationing? Don't these Japanese have any pride in themselves?"

"It's my fault. The riot wouldn't have happen if I didn't issue the order for mundane types to farm our food. Had I explained the situation, the Japanese would have gladly volunteered."

"Don't sit there and take all of the blame for yourself," Yoshitaka protested. "We know who really started the food riots."

"Yoshitaka, please don't," Ohgi pleaded.

"Kallen needs to hear it," Yoshitaka said. All Ohgi could do is hold his head down and accept what would come next.

"Hear what?" Kallen asked.

"There was a gang of horned types getting the people riled up. We didn't know who the leader was except *she* was a former Britannian. But Ohgi recognized one of them and made him tell us who it was. Kallen, is your stepmother's first name Odessa?"

"Yes, it is, but why you're ask...you mean my stepmother caused this?!"

Yoshitaka nodded. "She has a small following of horned types. Hey wait!" Yoshitaka manage to catch up with Kallen before he had a chance to fly out the window. "Listen, that's exactly what your step-mother wants. If you attack her, you'll be playing into her hands. Tohdoh will be here any minute now and then we can decide how best to confront your step-mother."

"Alright, I'll wait!" Kallen grumbled. About a few minutes later, Tohdoh showed up with the three remaining Holy Swords: Senba Ryoga, Chiba Nagisa, and Urabe Kosetsu.

"I'm glad you could come," said Ohgi. "We could use your help with the racial tension that's been building up here lately."

"I'm afraid there's a more pressing issue at hand," said Tohdoh.

"More pressing than infighting among the Japanese?" Yoshitaka asked.

Tohdoh nodded. "Come with us."

Tohdoh and the Holy Swords lead Kallen, Ohgi, and Yoshitaka to the medical ward where Minami was waiting. Next to him were two stallions, both were winged types. One had a bright yellow coat and brown mane and wore a pair of glasses. He was all stitched up after being in the losing end of a fight. The other looked somewhat familiar to Kallen. Zero had argued with some holier-than-thou pacifist with a dark blue mane and light blue coat. He was also a nudist. Going bare-naked was not an option when your body can no longer fit your clothes, but that was before the horned types learned to use their powers to tailor clothing for their new forms. Even the more impoverished of the Japanese would keep something over their bodies even if it was nothing more than an old shirt or jacket. The laws against public nudity were temporarily suspended but still he could have at least tried.

"Do you mind?" Kallen hinted to Minami's patient to practice a little modesty.

"Mind what?" The blue winged stallion asked. Minami wasn't so clueless. He tossed a sheet over the blue winged stallion.

"So, what happened to you?" Kallen asked the injured stallion.

"I'll let him tell you," said Minami, who then tapped the patient on the shoulder. "Urashima, they want to know what happened to you."

Urashima nodded. "My name is Urashima Keitaro. I was out in the Pacific with Sorato. We heard about the winged types stealing clouds from the mundane types in the farming prefectures. We wanted to show the mundane types that not all winged types were their enemy. So, I got some of my friends to come with us. We were having trouble finding clouds since the Chinese Federation kept snatching them up. We had to split up to cover more area. After looking for days, I saw this huge cloud and thought if we brought it back, we could make peace with the mundane types. But there were Britannians hiding inside-must have been thousands. Also, they had all these ships...dozens of them. They looked like ocean liners and freighters but with these huge sails. And the wing types were flapping their wings and making wind for the ships. They chased me down and knocked me out of the sky. I was treading waters for what seemed like forever. I would have gotten tired and drowned if that fog didn't show up and gave me something to stand on. Sorato found me the next day and patched me up enough to fly back."

"Do you remember how fast they were going or how far off they are?" Ohgi said.

Keitaro nodded. "It took us two days to get back and those ships were moving really slow.

"I'd give them about one week if they're working in shifts," said the blue winged stallion.

"And you must be Sorato?" Tohdoh asked.

"I am," Sorato nodded.

"I remember you," said Kallen spitefully. "You're the pacifist that kept bugging Zero about making peace with Britannia. Does it sound like Britannia wants to make peace with us? Does it?"

"No, it doesn't." Sorato's ears drooped as he stared down at the floor with a frown on his face. "But there's still time left to talk to them."

"And go back to being their lapdops?!" Kallen sneered.

"I never said that! All I'm asking that you tried to talk to them."

"I'll let this do all of the talking for me." Kallen tapped the knife holstered to her left foreleg.

"Keitaro, Sorato, you are to stay here until we release knowledge of the Britannian armada to the public," Tohdoh ordered.

"But my roommate will worry if I don't come back," said Sorato.

"Minami, inform this man's roommate that's he being detained for security reasons. What about you, Keitaro?"

"I'm living with my aunt, right now."

"Tell Keitaro's aunt as well, but only that's being detained. If they ask why, tell them it's classified."

"Yes sir," said Minami.

"Come with me. We need to speak in private." Tohdoh motioned to Ohgi and Kallen to follow him out in the hallway. "Ohgi, Zero hasn't been much of a leader for the past month. Will you turn over control to the Black Knights to me?"

"I don't know," said Ohgi. "I wouldn't want to go over Zero's head."

"Wait!" Kallen cried out. "Let me talk to him. Give me one more chance to reach him."

"Very well," said Tohdoh, "I have no desire to usurp Zero, but you don't have much time left. I'll give you until tomorrow night, and then I'll assume command."

* * *

><p>"Zero's in my room again, isn't he?" Kallen interrogated Sayoko, who was, once again, guarding the door.<p>

"Ms. Kōzuki, you know I'm not at liberty to dis..."

"I'm tired of hearing that excuse."

"Ms. Kōzuki, I know this is an inconvenience to you. I'm sure Master Zero won't mind transferring you to a different room."

"I don't care about the room. A race war is breaking out and Zero's been indecisive since we came back from the refugee camp, and now an armada of Britannian ships is heading our way. What's wrong with him, Sayoko? Did those rogue Black Knights shake him up that badly?"

"It would be a betrayal of my duties to discuss this matter."

"Sayoko, the Japanese are turning on each other. They'll be nothing left of Japan unless Zero acts now. If you care about being a good servant, you'd help me snap Zero out of whatever the hell is wrong with him?"

"Do you not have faith in Master Zero?"

"Not now, not when he's like this."

"I always have faith in Master Zero."

"Sayoko, Zero's only human. Something got him upset and now he's lost the will to lead."

"Ms. Kōzuki, I have faith in you as well," Sayoko said without averting her glance. "I believe you will find the answers for yourself."

"Damn you, Sayoko. I came here for answers, and you give me riddles."

"I gave you nothing, Ms. Kōzuki. You have all the pieces you need for your answer."

Just then, the door flew up. "Sayoko! What the hell was that racket?" Zero then noticed Kallen off to the size. "Sayoko, see to that Kallen is transferred to a new room. And you-pack your belonging and move to your new quarters by the end of the day." Zero then stormed off.

"I'm sorry to end our conversation so abruptly, but I have my orders," said Sayoko, who then whispered into Kallen's ear, "and you must speak with Nunnally to put those pieces together."

"Wait Sayoko!" Kallen called out. "What does Nunnally have..." Sayoko paid Kallen no heed and disappeared around the corner.

_Nunnally is the key?! But how? Think, Kallen. It would make perfect sense. Zero's always in there with her. But why? And what does this have to do with the murders committed by the Black Knights. He's been going in my room before Rivalz was murd...before *Rivalz* was murdered. But after it happened, Zero lost his nerve. And Sayoko said to talk to Nunnally about putting together the pieces. NO! It can't be him. It couldn't be. It can't possibly be him._ Kallen took a deep breath to steady her nerves before going back to her room.

"Kallen," said Nunnally. "I heard a commotion outside. Is everything okay?"

"It's nothing. I was having a friendly quarrel with Sayoko that got out of hand." Kallen then said in the sweetest voice she could muster. "Have you seen Lelouch? He's been missing since the transformation. Has he tried to get in contact with..."

"No he hasn't!" Nunnally said sternly. "Please don't talk about him anymore."

"So, that wasn't him talking to you? Please tell me the truth, Nunnally. You know you can trust me. Lelouch and I are classmates."

The weight of Lelouch's secret was getting to be too much for Nunnally to bear, and since Kallen seems to know anyway. "You can't tell anyone."

"Tell them what?"

"Zero has my brother hostage."

"Was that Lelouch you were talking to?"

Nunnally nodded. It's confirmed-Lelouch is Zero. Kallen fell to her knees and trembled. _How? Lelouch never cared. I confronted Lelouch and ask him about the occupation, and he would show perfect indifference. He'd rather play the critic and judge the world from the sidelines. How could he be the very same man I idolize?_ "Nunnally, I need you to tell me everything_._"

"I don't understand what you're talking about?"

"Nunnally, tell me everything about Lelouch. Don't hold anything back."

* * *

><p>"Are you sure you don't have any tomato sauce?" C.C asked the store clerk.<p>

"We're in the middle of a food shortage, and you're worried about tomato sauce? And no, the Britannians who used to run this store before they got evicted ran out before the Black Knights gave us the store. In fact, I doubt any place would have luxury items."

"Very well, thank you for your time." C.C. exited the store with nothing but the saddle bag on her back. "Calling tomato sauce a 'luxury item'? The word's really is going to hell. No, I'm not addicted to pizza. It's just that I haven't had any since the transformation." While C.C. trotted along the sidewalk, a young filly galloped alongside her.

"Lady? Lady? Lady!" The young filly called out to get C.C.'s attention.

"Yes, can I help you?"

"Are you talking to your invisible friend? I have an invisible friend too. His name is Hajime. What's your invisible friend's name?"

"Her name is Marianne." In reality, Marianne was no imaginary friend. She was, in fact, Marianne vi Britannia, the mother of Lelouch and Nunnally. V.V., Charles zi Britannia's twin brother, grew jealous of Marianne and made an assassination attempt on her. Marianne, bleeding to death from multiple gunshot wounds, used her Geass to transfer her mind into the body of a girl named Anya Alstreim who was staying at the Ares Villa as an etiquette student at the time and who had witnessed the attack. When she made the transfer, Marianne formed a telepathic bond with C.C., the one who gave her the Geass.

"That's a pretty name. My mommy said I was too old to have an invisible friend. But you're an old lady, and you have an invisible friend."

C. C. frowned. "Did anyone tell you it's rude to call a woman 'an old lady'?"

"Oh, I'm sorry."

"What do you mean look to my right and left? What are you talking about?" C.C. then noticed the stallion hiding in the adjacent alley. It was the same stallion that piloted the white Knightmare. In his mouth was an electric cattleprod. On the other side of the street, was another mundane stallion with dirty blonde mane and grayish-blue fur. C.C. then noticed the Geass in his right eye.

"Hey lady, are you talking to Marianne?" Then, from the point of view of the young filly, C.C. disappeared.

"Lady?" The filly looked around. "Lady!" She called out again. "Wow! She turned invisible. I'm going to tell mommy." Unnoticed by the filly was the partially open store drain near the front of the alley. Just after she left, a pony inside the storm drain slid the grating back into place.

* * *

><p>Kallen busted into Lelouch's private office. "We need...to talk..." she said between breaths heavy from exhaustion.<p>

"May I ask why you barged into my private office?" Lelouch said in a crossed voice.

"Japan is coming apart at the seams without you. You have to take responsibility and be our leader again."

"Go pester Ohgi or Tohdoh if you believe I'm negligent in my duties."

"I know you're upset over what happened to Milly and Rivalz, but you have to put that to the side."

"You know nothing about me! Keep your conjecture to yourself!"

"You can drop the act, Lelouch. I know it's you."

"Do you really think you uncovered out my true ide..."

"Nunnally told me everything." Lelouch was stunned into silence. "Well, everything she knew. She told me that Zero was keeping her brother hostage and that you went to visit her, but the only person that went in and out of our room was you. I didn't want to believe it myself. Of all the people in the world, it had to be you, Lelouch."

Lelouch shook his head emphatically. "She wouldn't. Nunnally would never betray..."

"No, she wouldn't, but I backed her into a corner. She had no choice but to tell the truth."

"What else do you know?"

"Nunnally also told me you're both royalty, the son and daughter of the Britannian Emperor. I found that one a little hard to swallow until I looked it for myself. I never knew Britannia sent two royals as hostages to Japan until today. I'm surprised no one figured it out sooner with you both keeping your first name and all."

Lelouch slipped off the mask. "And now what will you do with that knowledge? Will you tell the Japanese that their leader is the son of their worst enemy?"

"I ought to. I should tell all of Japan who you really are and how you deceived us, but we needs you."

Lelouch laughed bitterly. "You're the second girl to that told me that."

"The second?"

"Shirley was the first to tell me how much she wanted to expose me but couldn't because I was the only one standing between them and the Japanese who wanted revenge for the occupation."

"But Shirley has a crush on you? Why would she..."

"It's because I left them in the refugee camp. Shirley blames me for Rivalz' death and Milly being raped...and she's right." Lelouch fell on all four knees. "It's all fault. Everyone I hold dear suffers because of my decisions."

"Get over your self-pity! You owe it to your friends. Their suffering would be for nothing if you let Japan fall. Right now, at this moment, an armada of 70 ships and a giant cloud full of winged types is heading straight for Japan."

Lelouch suddenly stood back on his hooves and gazed at Kallen with eyes wide open. "From where?"

"Britannia."

"But why? They can't maintain control over Japan without modern technology...and there's no more sakuradite to fight over. It's worthless to Britannia. Why fight for it?"

"Who cares why they still want Japan. All that matters is stopping them."

"Yes," said Lelouch as he slipped back on his mask, "all that matters is stopping Britannia."

"Oh, and one more thing Lelouch." Kallen fixed her cold, pitiless glare on Lelouch. "If this all a plot to become emperor of Britannia, I'll kill you."

"And I'll expect you to keep your promise, Kozuki Kallen."

* * *

><p>Tohdoh studied the map of the West Pacific that was bathed in the glow of a horned type's light. The candlelight did little to illuminate the newly christened war room.<p>

"That's odd. Are you sure intel calculated the coordinates where the armada was initially sighted?"

Diethard looked over the map and then back at Tohdoh. "Why wouldn't it be?"

Tohdoh bit into a red marker and drew a line from the coordinates of the first lasting to the last reported sighting. "With only wind power, even if they have some level of control over it, the ocean currents will deflect the Britannian fleet too far north to make landfall at Shikoku Island." He then drew up and left to Japan. "They'll overshoot the refugee camps and land right at Tokyo."

"Is that's an issue because?"

"Tohdoh," said a familiar electronically distorted voice, "Diethard lacks your knowledge of military strategy. You may have to go into detail."

"Welcome back Zero," Tohdoh greeted Lelouch and was relieved that he wouldn't have stage a coup. "Did you speak with Kōzuki?"

Lelouch nodded. "And I'm feeling more like my old self again." Lelouch ran a hoof along the line made by Tohdoh. "And am I to assume this is the trajectory of the Britannian armada?"

"It is," said Tohdoh. "But it's a foolhardy gesture."

"But isn't taking back the Settlement their first priority?"

"But the best way to do that is to land on Shikoku Island and beef up their manpower with as many Britannian refugees as possible and set up a defense perimeter around the island. From there, they can work their way up the Japanese archipelago all the way to Tokyo. By going the direct route, the Britannians are throwing away a chance to build up their manpower and set up a fortified position. It's bad strategy to say the least."

"And how long before they make it Tokyo?" Lelouch asked.

"Approximately six to eight days," said Tohdoh.

"Then I only have four days to prepare."

"And it'll be harder to do this time thanks to those exacerbating the racial tension between the three pony types." Tohdoh was staring at Diethard the whole time.

"Don't look at me, Tohdoh. I was only trying to deal with food shortages."

"Drop it, both of you. Keep your mind on the task at hand."

"Yes sir," Tohdoh and Diethard said in unison.

"Tohdoh, dispatch messengers to the leaders of the three factors. It's about time I have a word with them."

"And if they won't come?"

"Tell them I'll proceed with negotiations with the other two races. Tell them they may bring as many men with them as they like. Diethard, Rakshata should be completed with the Gurren's refits by now. Tell her to have it ready for Kallen by the day after tomorrow."

"Tamaki," Lelouch said the horned type lighting the room, "hand these instructions to Kallen." Lelouch levitated papers into Tamaki's saddlebag.

"Ugh!" Tamaki grunted. "Great, I go from being a lamp and to a messenger boy."

* * *

><p>A sailing boat beached itself on the soft and sandy beach aft end first. Two horned types first dropped anchor and then lowered the loading ramp for their two passengers, Suzaku and Rolo. The two pulled a cart carrying a large metal drum off the boat.<p>

"Excuse me, sir," asked Suzaku as the two horned types hitched him to the wagon, "but what's the name of this island?"

"This is Kamine Island," one of the horned types replied.

"You said enough already!" Rolo snapped.

"Pardon me, sir," the horned type apologized.

"You're completed your mission. Head back to Tokyo and wait for further instructions."

"Yes, my lord," the horned types saluted Rolo and began to make preparations to set sail.

* * *

><p>Franklin shivered in the cold, thin air of Ft. Fuji. He and Ebisawa were greeted by Lady Stadtfeld, her champion Demegawa, and five winged types.<p>

"When they told me the second-in-command of the mundane types was a Britannian, I didn't think it would be Baron Franklin," Stadtfeld said in a condescending tone of voice.

"Well, actually Ebisawa and I are sort of co-leaders."

Lady Stadtfeld laughed uproariously. "That's quite ambitious for a deserter."

"Franklin isn't a deserter," Ebisawa objected. "He was framed by his political enemies."

Lady Stadtfeld laughed even harder. "What a gullible mundane type that you are? I almost feel sorry circumstance left you in the inferior race."

Ebisawa got in Stadtfeld's face. "Take that back, bitch!" He yelled.

Stadtfeld telekinetically shoved Ebisawa right into Franklin. "Your breath stinks, mundane."

"You horned types should be the ones to talk about," one of the winged types spoke up. "We control the weather and unless either of you want to see the rain again, you'll follow orders from us, especially if the horned and mundane types insist on following Britannians."

"Don't try to pit us horned types against each other," said Demegawa.

"Hey," a third winged type spoke up, "we'll talk about this later. I see Zero coming up this way and he's with a mundane and winged type." Lelouch, Tohdoh, and, Kallen emerged from a large rock formation. Lady Stadtfeld curled her lip while staring daggers at her former step-daughter, who smirked delightfully at the thought of getting under the skin of her former step-mother.

"I'm glad you could make it, all of you." Then Lelouch addressed each of the representatives. "You must be Ebisawa and Baron Franklin. Is that correct?" Both of them nodded. "And Ebisawa, were you once a member the Black Knights?"

"Yeah, but then I learned the hard way you horned and winged types made the rest of us second class citizens. So excuse me I feel no loyalty to you."

"And you must be Odessa Stadtfeld and this is Demegawa Hitoshi."

Lady Stadtfeld regained her composure, put her best face forward, and smiled at Zero. "Yes," she said, "and as a fellow..."

"Not now, I haven't spoken with the winged types' representatives yet." Lelouch then asked "which one of you is the leader?"

"Well actually, we don't have a leader right now. The rest sent us here because we kinda volunteered for the job."

"Yes we know," said Lady Stadtfeld. "You're unorganized rabble. Zero, you can't negotiate with them, especially when they don't have leaders, and as a fellow horn type, I trust that you will make a fair judgment that will not disadvantage our kind."

"Oh no you don't!" A winged type objected.

"I knew the horned types couldn't be trusted." Ebisawa shook a hoof at Lelouch.

"As if you guys are any better. You mundane types were hogging the food."

"You mean the food *we* grew."

"With the water that came from our clouds."

"You don't own the clouds." Ebisawa got into the winged type's face.

"We do if we can move them."

"So I take it you don't wish to negotiate!" Lelouch said loudly without sounding angry. "Or have you forgotten that I still have the support of the Black Knights? If you wish to convince me to side with you, then put your bickering aside and come with me to the meeting place." Ebisawa and the winged type huffed and backed away from each other. "Now that we put the petty squabbling to the side, we can negotiate a mutually beneficial agreement."

The leaders of the three races followed Lelouch, Tohdoh, and Kallen along a path at the top of Mount Fuji until they were on the edge of Mount Fuji, specifically the side facing the ocean. When they cleared the corner, Lelouch pointed at the skeletal structure with a large cylinder set in the center.

Demegawa squinted trying to study the object at a distance. "That looks like a telescope."

"The negotiations are on hold until you take a look, all of you. Then you are free to accept or reject my offer."

"This had better be good Zero," said Lady Stadtfeld.

"And don't think we're backing down that easily," said Ebisawa.

"We won't settle for anything less that what is due to our race," Franklin interjected.

As they trotted towards the edge of Mount Fuji, it became apparent that the telescope was pointed downward towards the sea. Also, there was a line cut through the cloud cover. A patch of cloud in the line of sight was cleared away.

Kallen followed beside Lady Stadtfeld and both eyed each other with nothing but contempt for the other. "I expected you to be the last Britannian to give up her citizenship after calling the Japanese sub-human and degenerate monkeys." Kallen then said to Demegawa. "She never told you what she really feels about us, did she?" Demegawa was beginning to look unsure of the woman he's been following and even had a slight infatuation with.

"Pay her no mind. She's just trying to turn our kind against each other." Lady Stadtfeld reassured Demegawa.

"There's no one you won't throw under the bus for your benefit," said Kallen. "Not my father, not Britannia, not even Japan."

"How dare you stand in judgment of me!"

"That's enough, both of you," Lelouch snapped. "Put your family squabble to the side. We have more pressing matters to attend to." Lelouch pointed to the telescope. "Lady Stadtfeld, care to be the first to take a peek?"

"How come she's going first?" A winged type whined.

"Fine," said Stadtfeld, "go ahead of me. I'm not in a hurry."

The winged types got in line with the one objecting to Lady Stadtfeld getting first dibs being in front.

"Oh my God!" The first winged type blurted out. "It's Britannia!"

Lady Stadtfeld shoved the first winged type over. "What the hell are you…" Lady Stadtfeld would have turned white had that not already been her coat color. Ocean-going vessels, as far as the eyes could see, were being propelled by makeshift sail and all of them were flying Britannian flags. Lady Stadtfeld stepped away from the telescope in a state of shock while Franklin jumped ahead.

"According our reports," said Lelouch, "there are a total of seventy ships and at least two hundred thousand winged troops stationed in a giant cloud following the fleet from above. And they'll be within striking range of Tokyo by tomorrow evening." Alexander Franklin was sitting on his haunches with a hoof over his chest trying not to hyperventilate while Lady Stadtfeld did a better job keeping her composure. "There isn't a Britannian in Tokyo that didn't take the loyalty oath." Lady Stadtfeld could make out the smirk beneath Lelouch's cloth mask which only made keeping the tempest of rage seeping between the cracks that much harder to suppress. "If I recalled correctly, the loyalty oath consisted of disrespecting the flag and crown. I imagine the prison sentences would be a long one, especially when traitors are as low on the pecking order as child molesters in Britannian prisons. And that's assuming they even bother taking ex-Britannians as prisoners."

"We're doomed! There's no hope for us!" Alexander Franklin collapsed and rolled up in the fetal position. "I should have never turned by back on Britannia. They'll execute me for sure."

"You coward!" Ebisawa raged. "You're suppose to be on my side."

"Against the full might of Britannia?!" Alexander cried. "You're better off groveling like me. They'll go easier on you. You didn't profane the crown like I did."

"I can't believe I sided with a craven coward," Ebisawa face-hoofed.

"And what do you want from us, Zero?" Lady Stadtfeld grudgingly asked.

"Quit playing your games of sowing derision among the Japanese. The Britannians have united against us. Their three races are too busy preparing to wage war on us to be bothered with physical differences. Our enemies are put their differences aside. If we are to survive, we must do the same. Alexander Franklin, Odessa Stadtfeld, you will fare far better under the United States of Japan than with Britannia."

"No thanks to your loyalty tests."

"As if I would take the chance of Britannians turning on me in a situation like this," said Zero.

* * *

><p>"Knight of One," Schneizel el Britannia said with a tinge of frustration in his otherwise calm demeanor, "would you care to shed light on the actions of my father." Schneizel's inquiry was directed at the winged stallion with a coat of grey, a purple mane and matching purple beard, and his left eye stapled shut standing before him. They were on the bridge of the armada's flagship.<p>

Bismarck Waldstein, the Knight of One, the elite knight amongst elite knights bowed to the son of his beloved Emperor. "And what about your father's action that has you so perplexed my lord?"

"First he insisted on pulling resources away from rebuilding the nation as well as troops badly needed to re-establish order to the homeland in order to invade land that has lost its primary resource. Then, against the advice of his generals and his son, he directed the fleet away from the refugee camp on Shikoku Island and vied instead for a direct assault against Tokyo, which, according to our intelligence, has been heavily fortified since it was occupied by the Black Knights." Schneizel then pointed to the approaching shoreline with Tokyo in its center. Above Tokyo was the Black Knight airborne division that appeared as dark thin clouds from the perspective of the Britannian fleet. "And even though the enemy is poised to attack at any moment, he's no where to be found. As a ruler, he has neglected his royal duties and treated the very invasion he concocted as trivial."

"And you wish to know why your father abandoned his grand armada?"

"Does it have anything to do with the ruins on Kamine Island?"

"Why, as a matter fact, yes," Bismarck said with a self-satisfying smirk. "This invasion was merely a distraction to divert attention from the prize stolen from his enemy Zero and the means to bring him to Kamine Island."

"And does his majesty expect his subjects to follow him after leading his armada into a faux battle?"

"Actually, he doesn't. I have a message from your father, Prince Schneizel. He says whatever is left of the world is yours to govern, as per his royal degree, although the nature of politics would have changed greatly."

* * *

><p>Kallen and Lelouch both returned to the very precipice where they revealed the Britannian armada to the three factions. Behind them was a newly erected radio tower.<p>

"Have they found C.C. yet, Lelouch?" Kallen asked.

"Still no sign of her, I'm afraid," Lelouch answered. "But I wouldn't worry too much about her. She's better at taking care of herself than either than us. Besides, we have more pressing matters at hand."

"Are you sure you don't want me to stay with you?" Kallen asked Lelouch.

"Your place is with the airborne division, Kōzuki," said Lelouch.

"But what about the Gurren Mark II? Rakshata said everything but the new anti-personnel gun is ready."

"If we have to use the Gurren, then it means the armada made landfall. I don't want the fleet to get that close. The plan is to gain air superiority and then bomb the armada with our remaining IEDs. The ground troops are moving the trebuchets from the Settlement siege to the shore to provide an additional layer of defense. Also, expect the Britannian forces to arm their ship with anti-air defense systems."

Kallen nodded. "And it's my job to lead the troops."

"But you'll do so with my direction. I am unable to go with you on your aerial battle, but I'll be here watching everything from the high ground. We'll be in constant contact with each other."

"We should consider ourselves lucky the Britannians were late getting here."

"They weren't late. I lied to the leaders of the faction. It was my way of making sure they wouldn't stall under the short time restraint."

"You're too good of a liar for your own good, you know."

"You shouldn't complain. Lying is what gotten us this far."

"You're still too good at it." Kallen said as she flew away.

* * *

><p>Suzaku and Rolo were waiting at the entrance of a cavern when the Emperor's chariot landed nearby. It was designed with the same esthetics as the Greco-Roman chariots except it was extended lengthwise. It was held aloft by a team of no less than twenty winged types-half in the front and half in the back.<p>

Suzaku studied the chariot's occupants. One was a horned type with brick red fur. This mountain of a stallion was the biggest horned type Suzaku ever saw. The only other ponies that had a similar physique were the larger mundane types. Two things about him bore a strong resemblance to the 98th Emperor of the Holy Britannian Empire-the white mane styled as the wigs worn by judges over two centuries ago and his blue coat with yellow trim and purple cape. Both the hair style and uniform matched the ones worn by Charles zi Britannia when he was still a human. The second one was a dainty filly that was absolutely dwarfed by the large horned stallion. This mundane type had a long pink mane in pig tails and long bangs in the front and dark pink fur.

Suzaku bowed to the Emperor. "Sir Kururugi Suzaku, personal champion Princess Euphemia le Britannia, at your service, your majesty."

It was then Suzaku caught sight of the third occupant. A small horned colt with melon orange fur and a platinum blonde mane so long that it dragged along the ground.

"So, I take it your mission was a success," said the Emperor.

"C.C. awaits you inside the ruins, your majesty," said Rolo was also bowing to Charles.

"You have done both well."

"Your majesty, are these members of the royal family?" Suzaku asked. "Excuse my ignorance, but we weren't notify to their change in appearance."

"The girl is Anya Alstreim, Knight of Six, and as for the little one, I don't have time to go into details right now."

"It's an honor to meet a Knight of the Round," said Suzaku.

"No big deal," said Anya Alstreim in an emotionless voice. She trotted closer to Suzaku. "I haven't been much of a knight at all without the Mordred working. It must have been nice to have your Knightmare running, Sir Kururugi, even for the little while you had it."

"Yeah, it was an interesting experience." Suzaku mumbled. The vivid memories of cutting down Black Knights armed with only melee weapons in his Lancelot still haunted him.

"How did you manage to operate it?"

"Foot pedals, Sir Alstreim. I helped work out the kinks in the design."

"What about the operating system? How hard was it to program to accept input from your foot pedals?"

"Actually quite easy," Suzaku said. He flicked his fetlock as to mimic using the pedals. "All we did was to..." Both Suzaku and Anya were frozen in place.

Rolo activated his Geass extending the range just enough to encompass Suzaku and Anya inside. "Your majesty, shall I eliminate Sir Kururugi? He knows of the existence of Geass."

"That would be unnecessary bloodshed. We are too close to victory for such ruthlessness. Let Sir Kururugi bear witness to the gentle world he helped create."

"Yes your majesty." Rolo deactivated his Geass and allowed Suzaku and Anya to perceive time once again.

"...make a patch to interpret the commands from the pedals into commands from the original control schematics." Suzaku finished his conversation unaware of the time skip.

"Sir Alstreim, put your conversation with Sir Kururugi on hold. We have a schedule to keep."

"Yes, your majesty," said Anya.

The cave came to life with the echoes of hooves as the Emperor, V.V., and Anya made their way to the ruins inside. The path inside were lined with Roman-stypled stone pillars leading to steps. What appeared to be a huge double doorway with lines radiating from the center was at the very end of the cave.

"Soon," Anya said to V.V, "the collective human unconsciousness will be destroyed, and then everyone will understand what is in each other's hearts. Isn't it exciting?" Anya's mood completely changed. Her voice was livelier. She then addressed the Emperor. "It's the world we always wanted, Charles. I can't wait to share with you."

"You're a Knight of the Round," V.V. snapped. "Never speak to the Emperor in that familiar tone unless you wish losing your title." Anya just snickered at V.V.

"I don't need you to speak on my behalf," said the Emperor to V.V as he opened the metal drum that C.C. was kept inside. "Let her express her joy freely. The destruction of the world of lies is cause for celebration. It was why our vow never to lie to one another was so important. You still believe that vow, right Big Brother?"

V.V. would not reply to Charles' question.

Charles flipped the metal drum and C.C. spilled out with the thick, clear fluid. She coughed until the fluid that made its way into her lungs was vomited up. "Is this Kamine Island, Charles?"

"It is, and I've brought a familiar acquaintance with me."

"Directorate V.V.?"

"And we brought you here to activate the Sword of Akasha," said V.V.

"You went through a lot of trouble for that," she said.

"It wasn't that difficult," Charles replied. "From Rolo's report, you were picked up in plain sight."

"I suppose I was becoming too complacent."

"Had I knew a free Japan would have brought you out in the open, I would have allowed my son to take over sooner."

"You know Lelouch is Zero?"

Charles nodded. "I knew the moment you gave him Geass."

During the conversion with Charles and V.V., C.C. was fixated on Anya. The Knight of Six, who was a few steps behind the Emperor, waved and then winked at C.C.

"Why continue to humor my foolish son?" Charles asked. "He will not fulfill his side of the contract that you made with him for his Geass. Only I will grant you the death you so long for, C.C."

"Yes, deep down inside, your son Lelouch would be too soft-hearted to grant my wish."

"What are we waiting for?" Anya said enthusiastically. "Stop dragging your feet."

"Little Brother," V.V. bellowed, "what's the Knight of Six doing here?"

"She's earned the right by her contribution for the cause."

"When have any of the Knights of the Round served the Geass Order?" Charles, rather than answer V.V.'s question, tapped the stone door. The lines etched on its surface glowed red. Charles was teleported out of the cave. "Charles! Dammit!" V.V. then glared at C.C. "Well?" He pointed to the doorway.

"You don't have to be so pushy." C.C. also tapped the door and was teleported out of the cave as well.

The next to go was V.V. who followed Charles and C.C's lead. The last one to make contract with the door was Anya. But she wasn't teleported. Instead, a spirit, an essence that possessed Anya for many years without her knowledge passed through the door. When the spirit left her body, Anya fainted.

* * *

><p>"You're watching this, Zero?" Kallen's voice crackled through the loudspeakers?<p>

Lelouch performed a visual check on Kallen. She was speaking through a shortwave transceiver carried on the back of one Black Knight. A long wire, acting as the antenna, dangled from the box. Lelouch then widen the view. The enemy airborne division formed a wide field aerial formation.

"Stretch the left wing and take the half moon spear formation."

"Yes, sir."

The left side of the Black Knight airborne division drifted away from the rest of the formation. The Britannian air division moved in to check the battalion on the far left.

"Kōzuki, reverse the direction of our left wing." About a minute later, the left side of the Black Knight formation began falling back from the rest of the airborne division.

"Not falling for it are you?"

"What was that?" Kallen asked.

"Nothing. Keep your mind on the task at hand. Now take the Pisces formation." Lelouch watched the Britannian formation for the appropriate counter move.

"It looks as though they're positioning themselves for a concentrated assault on our right wing."

"Counter with the Cancer formation."

"Yes sir."

Lelouch kept an eye on the Britannian air division. _Let's see if I anticipate your next move correctly._

"Zero, the Britannians have taken..."

"...formation Orion. Yes, I know. Back away eight hundred meters and take formation Delta-Omega." _Now, I'm more convinced it's you leading the armada, Schneizel. But why would make this invasion harder on yourself and take Tokyo in a direct assault with only your naval forces rather than liberate the refugee camp and strengthen your forces in the process?_

* * *

><p>"Big Sister, did I do good? Did I? Did I?" Princess Luna pestered her elder sister. They were looking out the balcony of their watch tower at the gray cloud beneath them.<p>

Princess Celestia gave the rain cloud over Canterlot a good looking over and then smiled at her younger sibling. "That looks very nice." She leaned over and whispered into her ear. "Though you should tone it down a little or else the pegasi in Cloudsdale might lose their job."

Princess Luna covered her mouth in shock. "Oh no! I'm so sorry Big Sister. I promise I won't make another rain cloud again. Why are you laughing?" Celestia was busting a gut at how serious Luna was taking herself. She lovingly rubbed the back of her younger sister's mane. "I was just kidding." Princess Luna puffed up her cheeks and pouted.

"Pardon my intrusion, Princess Celestia," a voice called out from inside the tower, "but I must have a word with you."

"Wait for me at the throne room, Luna."

"Yes, Big Sister." Luna glided off the balcony giving Princess Celestia her privacy.

"I hope this is important, Fancy Pants. I don't like sending my sister away to listen to some noble's frivolous complaints."

"Actually, this is about the Princess, your highness."

"Oh is it now?"

"The historians brought to our attention that Princess Luna is much younger than she was at the time she...took on her alter ego." It was true. Princess Luna was about the equivalent age of Rarity and Applejack's younger sisters. Her mane did not flow as hers nor did it sparkle with twinkling stars and glowed with the soft hue of the midnight hour during a full moon. Luna's coat was the light blue of her fillyhood and not the dark blue she sported in her mature form.

Celestia raised an eyebrow. "And you thought I wouldn't notice? Maybe I didn't bring it to your attention because I didn't care for you to know." Celestia barely raised her voice by a few decibels, and it was still enough to make Fancy Pants quiver on the inside.

"I apologize for this intrusion on Princess Luna's privacy."

"Don't be," said Celestia. "I shouldn't be so hard on you, Fancy Pants. You don't need to apologize on some other pony's behalf. Was it the Bluebloods that put you up to this?"

Fancy Pants shook his head. "King and Queen Crystal."

"Cadence's parents?! I expected better from them. Tell them to wait a few centuries, and Luna will be exactly as she was before becoming Nightmare Moon. They can congratulate my sister upon making a full recovery assuming they're still alive."

* * *

><p>V.V. couldn't believe his eyes. She had remained unchanged after eight years. She looked exactly the same as she did when he 'killed' her. The whore that seduced his younger brother stood before him exactly as she was on the night he riddled her body full of bullet holes.<p>

"You look like you've seen a ghost, brother-in-law." As a human, Marianne vi Britannia towered over V.V. She was clothed in the same brown dress that she wore on the night of her assassination.

"How?! How did you..." V.V. muttered.

"...survive? C.C. granted me the Geass to live in the hearts of others. Anya Alstreim, who was staying at our villa to be schooled in etiquette, just happened to witness my assassination. As my body was dying, the power that lay dormant inside of me awoke for the first time. I was able to transfer my mind into her body. Also, I found I could communicate with C.C on a telepathic level. That's why she abandoned the Geass Order. I told C.C. your dirty little secret. And now I stand before you, given a form of my own by C's world."

V.V. shivered as his sin was being uncovered before his eyes. "You can't believe her," V.V. pleaded with Charles. "Marianne would say anything to drive a wedge between us."

"Big Brother!" Charles bellowed. "You lied to me even though we swore to create a world without deceit."

"Little Brother, why would you believe Marianne over me?"

"Your lies fool no one! I've always knew you were the one that tried to murder Marianne! I waited patiently for you to confess for years, but you never came to me and told the truth!"

"You temptress!" V.V. yelled at Marianne. "You turned my Little Brother against me!"

"Don't blame your deceitfulness on Marianne. It is your doing, not hers. We'll talk about this later, Big Brother. Now is the time to activate the Sword of Akasha and destroy the collective unconsciousness." V.V. did not move or say anything from the shock of having his precious younger brother turn against him. "V.V!" Charles snapped at his elder brother.

"Yeah...right." V.V. stuttered.

As V.V was trotting over to C.C., Marianne kicked V.V. He bounced along the ground like a stone skipping across the surface of a lake and came to rest at C.C.'s feet.

"Stop assing around, V.V," said Marianne with a mischievous smile.

"You don't have to be rough on him," said Charles.

"Your brother tried to kill me, remember."

V.V. took a deep breath and exhale before acting his Code. The symbol of Geass appeared on his forehead. The Geass symbol also appeared on C.C.'s forehead as well.

The image of the yellow murky clouds and Greek temple floating in mid-air literally shattered like a pane glass window. In its place, was a massive dome with a single pillar spirally to the sky roof in the center, and in that sky roof, the image of the planet Jupiter hung above them.

* * *

><p>A red aura poured out of the mouth of the cave as the island trembled. Suzaku peeked inside. The only one there was Anya, and she appeared to be unconscious. Suzaku was about to go inside to save Anya when Rolo blocked the entrance.<p>

"The Emperor didn't give you permission to go inside."

"But the Knight of Six is in there," Suzaku said as he tried to weave around Rolo. "What if it collapses with her still inside?"

"I am under orders from the Emperor to stop all unauthorized persons from entering the ruins. You know what will happen if you try."

Suzaku backed down. Rolo gave the not-so-subtle hint that he would use his Geass if it came down to it.

"Please, I beg you, please let me help her."

Just then, Anya screamed out and then ran out of the cave for dear life.

* * *

><p>Then, without warning, the blue afternoon sky turned neon colors. Mt. Fuji grumbled and shook beneath's Lelouch's hooves.<p>

"Zero, something weird is going on," Kallen panicked. "Should we fall back?"

"Ignore it! Keep your mind on the battle! That's the only thing that should matter!"

* * *

><p>Nightfire directed the last of the cult members out of the cave. The tremors forced the cult members to the surface. A few broken stalactites that broke off the ceiling darted the ground. The sky, to Nightfire's shock, had turned neon-colors.<p>

"The Northern Lights, at this altitude," said Nightfire.

"This isn't natural," Nightmare Moon said to Nightfire.

"Then what's causing it, your majesty?"

Nightmare Moon closed her eyes and concentrated. "Of all the audacity!"

"You know the cause?"

"Some foal is trying to destroy the collective unconscious."

"'The collective unconscious?'," Nightfire repeated.

"I don't have time to explain," said Nightmare Moon. "Nightfire, we're moving up the timetable. I'm taking over today before these wild ponies become the ruin of us all."

Cheers of joy and the tapping of hooves rang out among the cult members. Their queen, their empress, their goddess would take her rightful place as the ruler of their world and bring upon it the peace of eternal night as she promised.

"Now you will excuse me. I must save my future kingdom." The cultists were thrown back by the shockwave created when Nightmare Moon took off and broke the sound barrier.

* * *

><p>The world was being thrown into cataclysm as the thought elevators scattered throughout the world came to life. The skies lit up in a brilliant neon aura. But the chaos was not limited to only this world.<p>

* * *

><p>As Celestia was finished admonishing the Crystal family for their meddling, the sky burned bright neon. A slight tremor ran under Celestia and Fancy Pants' hooves.<p>

"Big Sister!" Princess Luna cried out as she landed on the balcony. "Big Sister! Some wield light is coming from Canterlot Tower."

"It's not the main vault, is it?" Celestia panicked.

"It's the one at the end of the hallway."

"The Elements of Harmony!" Princess Celestia blurted out. "Could you please excuse me, Fancy Pants? Luna stay here until I come back."

"But Big Sister..."

"I said 'stay'!"

Celestia took to the air and dashed over to Canterlot Tower. Luna was telling the truth. A red glow seeped through the seams of the main vault storing the Elements of Harmony.

* * *

><p>"Charles, something isn't right." C.C. cried out.<p>

"Now what?" Charles bellowed.

"There another thought elevator. One that we haven't accounted for."

"No," V.V. objected. "It's not just one. There's four...no...make it six. There's six thought elevators that weren't unaccounted for. They're in close proximity to each other, and their energy signatures are overlapping. That's why it just seems like only one."

"Just incorporate the new thought elevators into the Ragnarok Connection."

"Understood," said V.V.

* * *

><p>Celestia removed the box containing the Elements of Harmony from the vault. It was teeming with energy. She cast the lid to the side and to her shock, all Six of the Elements was bathed in the red glow. A red bird-like symbol appeared on the gems embedded in each of the Elements.<p>

"No," Celestia frantically shook her head, "it can't be." Celestia shook away her self-doubt and gritted her teeth. "I won't allow it. I'll never allow it to happen." She concentrated all of her magic on the Elements.

* * *

><p>A sudden jolt knocked C.C. and V.V. on their haunches.<p>

"What the hell happened?" Marianne asked.

"It must have been feedback from the new thought elevators," said V.V.

"Can you compensate?"

V.V. nodded. "We'll have to give it a bit more ump."

"Are you three sure about this?" C.C. asked.

"You want your wish fulfilled, right C.C.?" Charles asked.

C.C. nodded. "I suppose I don't have a choice." Once again, the Geass symbols on V.V. and C.C.'s head came to life.

* * *

><p>Before Celestia had a chance to put the Elements back under lock and key, the red aura returned but with a greater intensity than before. The backwash was powerful enough to push Celestia back. She braced herself but was unable to hold her ground. As Celestia was being repelled back, her hooves dug a trench into the floor. Once again, Celestia concentrated her magic on the Elements, but the aura only dimmed slightly. Whatever this force was, it was overpowering her.<p>

* * *

><p>"And you don't remember going into the cave?" Suzaku asked.<p>

"My mind went blank just as I step inside. The next thing I knew I was lying down in the ruins."

"I'm sorry that I couldn't go after you but I was ordered not to." Suzaku said as he was staring right at Rolo.

"I will not apologize for following orders, Sir Kururugi," said Rolo.

"There are such things as mitigating circumstances, Rolo. A field operative should know that."

"WHAT IN GOD'S NAME IS THAT!" All eyes turned to the team of winged types. One of them was pointing at a dark blur heading right for them. The blur came to a sudden stop in front of the cave entrance. Standing before them was Nightmare Moon.

"Who is it among you foals that dare destroy the collective unconscious?"

"I don't know what you're talking about," said Suzaku.

"Don't play me for a foal!" Nightmare Moon tossed Suzaku against the mountainside knocking the breath out of him. "You know what I speak of! Now tell me or else suffer the consequences, foal!"

Rolo jumped in front of Suzaku. Instantly the scene changed. Rolo was on the ground clutching his chest and riving in pain. There were crescent bruises on his upper body. Rolo used his power but somehow this hybrid of a winged and horned type was not affected and had trampled him under hoof.

Nightmare Moon stood over Rolo and looked him over. "Fascinating-an earth pony able to cast spells. Not that your feeble magic had any effect on me." Nightmare Moon laughed. "Awe, that's what you were protecting." The entrance to the thought elevator beckoned to her. "I'll deal with you foals later." Nightmare Moon flew into the cave, and upon touching the door, vanished.

Nightmare Moon found herself inside the thought elevator. It was as bizarre and alien as anyplace she's ever been. And there, beside two spiraling pillars shaped like the ugly bloodthirsty apes clustered together were an earth pony mare and a unicorn colt. Both of them had a strange red bird-like marking on their forehead.

"So this is your doing!" Nightmare Moon shouted. "I forbid this abomination!" Nightmare Moon's magic took hold of C.C. and V.V. by the head and wrenched their necks. Both of the immortals collapsed. Their heads flopped in an unnatural posture.

Charles stooped down and checked on C.C. and V.V. "C.C., Big Brother!"

"You were in on this as well, foal." Nightmare Moon said to Charles. "You can forget about your plans." Charles was levitated and pulled towards Nightmare Moon. "I'll tear down this abomination so that it's never used again."

"Put my husband down, now!" Nightmare Moon was confronted by one of the very naked ape she so detested. Marianne was standing face to face with Nightmare Moon.

"I thought I rid the world of your kind." Nightmare Moon closed her eyes for a moment and concentrated. "You're not really flesh and blood. You're some sort apparition."

"So, turning the world into farm animals was your doing?" Marianne asked.

Nightmare Moon's eyes blazed bright white. "Did you call my precious little ponies FARM ANIMALS! Away with this eye sore!" Marianne's form disintegrated right before Charles' eyes.

"Marianne! No!" Charles cried out.

"I'm glad I took care of that loose end. Now my empire of the night is free of ugly bloodthirsty apes. Now, then little pony, what is your name, and why would commit such a terrible misdeed?"

Charles knew this may be his only chance to complete the Ragnarok Connection and be reunited with Marianne. "You know who I am. We're worked together as allies to destroy the collective unconsciousness.

"What the hay are you babbling about!"

Charles activated his Geass. "I, Charles zi Britannia, give you new memories."

"Another foal trying to cast his feeble magic on me!" Charles backed away from Nightmare Moon who was advancing towards him. "This must be some hold over from your existence as apes. I'll gouge out your eyes for your insolence!"

Charles saw, out of the corner of his eye, C.C. and V.V. coming back to life. If Nightmare Moon could be lured away, they'll have enough time to recover and finish the Ragnarok Connection. Charles bowed down to her.

"That's much better," Nightmare Moon smirked. "But did you not say your name was Charles Britannia, the Emperor of the Britannian Empire."

"Yes, I am the one you speak of."

"I could never imagine an emperor bowing down to another pony so easily."

"Britannia is a nation that respects power. And one who can mold the form of humanity and resist my Geass wields more power than any being on this planet."

"Ge-ass," Nightmare Moon sounded out the world. "Is that what you call your magic?"

"It is."

"And because this Geass of yours holds no power over me, you will surrender your kingdom without any resistance?"

"All the lands under my control is now yours to reign over, my empress?"

Nightmare Moon laughed uproariously. "Empress, I love that title. Call me 'Empress of the Night'."

"Would you like to see your new realm, Empress of the Night?"

"I would be deligh..." Nightmare Moon's eyes glowed bright white once again. Her face was distorted with anger. V.V. and C.C.'s recovery did not go unnoticed.

"You conniving, deceitful foal! You were trying to lure me away! I'll put a stop to this foalishness once and for all!"

Nightmare Moon cast her magic on C.C. and V.V. turning them to stone. "And for good measure, I'll send you to my sister and let her deal with you." A vortex formed behind the two petrified immortals. Everything in the thought elevator not bolted down was being drawn inside the vortex.

* * *

><p>Suzaku nudged Rolo who had gone silent after spitting up blood. "Are you okay? Can you hear me?" When Rolo didn't respond, Suzaku pressed his head against Rolo's chest.<p>

"Sir Kururugi," Rolo moaned. "Forget about me. Save the Emperor. Something happened to the Ragnarok Connection."

"What's a 'ragnarok connection'?"

"The light from the cave. It's gone out. Something must have gone wrong." Suzaku then noticed the glowing aura from the cave had died down.

"What that light the Emperor's doing?"

Rolo nodded weakly and pointed at the ruins. "Go to him, Sir Kururugi."

Suzaku then remembered the hybrid touched the stone slab at the very end of the cave before disappearing. Suzaku galloped inside the cave and touched the doorway to the thought elevator. The background shifted and Suzaku was enveloped in a powerful gush of wind. It was as though he teleported inside a typhoon.

"Your majesty! Where are you?" Suzaku called out. A barely audible cry, which was almost drown out by the gusting wind, caught Suzaku's ear. There, at the far end of the complex was the Emperor being dragged towards the vortex. The Emperor frantically tried to keep his footing but his hooves slid along the smooth surface.

Suzaku gritted his teeth and ran in an arching semi-circle. The momentum he picked up from the running headstart kept him from being drawn into the whirlwind. Suzaku tackled Charles and sent him flying out of the vortex's jetstream. Unfortunately, for Suzaku, he came to a dead stop. All his momentum went into pushing the Emperor out of the way. Suzaku was sucked inside the vortex before it collapsed in on itself.

"Looks like your lucky day, Charles zi Britannia," said Nightmare Moon. "I decided to give you a time out instead! Right after I make sure you'll never use your Geass again."

* * *

><p>Another barrage of missiles launched off the deck of the converted sailing ships and exploded in mid-air. Hundreds of winged Black Knights spiraled lifelessly into the waters of Tokyo Bay. From the shoreline, it looked like raindrops splashing against the surface of a pond.<p>

"Zero, this is Trebuchet Command," Ohgi spoke into the microphone. "Request air cover. ETA of enemy airborne division-ten minutes."

"Trebuchet command, this is Zero. Your air support will be coming in shortly.

Lelouch switched frequencies. "Kōzuki, divert QB3 and KB4 regiments to ground support."

"What about that storm cloud? We can't defend them from lightning strikes."

"Each trebuchet team has a wheeled vehicle to take cover in."

"What good will those do?"

"Do I have to explain the principal of the Penning Trap to you?

"No, sir."

"Good, and after you're done, order QK5 and 6 to prepare for a cloud-to-cloud lightning barrage."

"I'm having trouble with those regiments. They're in a panic over the Brits' rocket attacks."

"Tell them to break formation momentarily and drop a few hundred feet when the Britannians fire. They're just old-style gunpowder rockets with no guidance."

"Yes sir."

* * *

><p>Nightmare Moon emerged from the cave with her prize-the petrified body of Charles zi Britannia. The cave was engulfed in the alicorn's magic and collapsed in on itself. Nightmare Moon made a mental note to track any remaining 'thought elevators' and make sure this never happened again.<p>

Rolo, Anya, and the winged Britannians were horrified at the 'statue' that Nightmare Moon had in tow. The streams of 'tears' flowing from empty eyesockets heightened the sense of dread that beamed from the agonized expression etched in stone.

"What is that?" Nightmare Moon pointed to the flashing lights just over the horizon. "Tell me if you ever wish to see your emperor restored to his original form." Nightmare Moon partially undid her spell. Few Britannians ever heard such excruciating screams, and none of them imagined they would escape the lips of their beloved emperor. The 'tears', which were the darkest of reds, once again flowed freely from the empty eyesockets before being turned back to stone.

"Our fleet is engaged in battle with the Black Knights."

"You wild ponies never learn! I should have kept you on a short leash from the very beginning." Once again, Nightmare Moon flew off leaving a supersonic shockwave in her wake.

* * *

><p>Lightning bolts darted back and forth between the various smaller clouds over the Port Yokohama docks and the one large cloud off the shore. The bodies of dead winged types rained down on Tokyo. The mundane and horned types weren't fairing much better. The ones on the ships were in an uphill battle with the fire bombs dropped by the Black Knights' air troops and from the trebuchets on the shore. The Black Knights ground troops, in turn were dodging whatever heavy object the Britannian air troops could scoop off the ground and drop on their heads.<p>

Sorato watched the bloodshed from an apartment on the Tokyo Settlement's High Ground Level. He had failed to save these lost ponies from themselves. Even the infighting between the three pony tribes was no solace to Sorato. It was only because their common foe was a threat once again. It was as though they were doomed to fight. If the enemy from without was vanquished, they would find enemies within.

Meadow Prancer placed a confronting hoof on Sorato's shoulder. "It's time for us to leave."

"We can't!" Sorato cried out. "But why?"

"Nightmare Moon is putting her plans in motion. I got the message that she's coming this way."

"I just need more time! Let me talk to the princess, please!"

"Drop it, Soarin'!" Meadow Prancer yelled. "If Nightmare Moon catches us here, we risk all of Equestria. Princess Celestia doesn't want Nightmare Moon finding out we tracked her to this dimension." Meadow Prancer brushed the bangs away from Soarin's forehead. "You're a Wonderbolt. You're first duty is to Equestria.

"My duty to help everypony, not just Equestrians."

"And maybe they're better off with Nightmare Moon. Princess Celestia thinks so."

"I should have never wrote those reports. It's given her the wrong impression."

"Soarin', don't kid yourself. Even dragons and diamond dogs aren't as violent as these ponies. What if Nightmare Moon stops the fighting? Isn't worth it to have her in control? She may these ponies' only chance at peace."

"And what about eternal night?"

"Nightmare Moon won't let this world die. She turned these humans into ponies so she can have subjects to call hers. Her magic should be strong enough to keep this world alive while it's in darkness and that's assuming she's able to control the sun in this dimension. And I doubt she can. Please trust the princess. If Nightmare Moon goes too far, we still have the Elements of Harmony. So, when the portal back to Equestria opens, I won't have to drag you through, right Soarin'?"

"No, you won't," said Soarin'.

* * *

><p>"Bismarck, from your downtrodden expression, I take it my father's plan has failed." Schneizel's patience for the Knight of One was growing thin. "Well?"<p>

Bismarck stared down at the desk. His ears flopped down. "Yes, your highness. I'm afraid Ragnarok has been averted."

"I wish I could say it wasn't a total loss. But the eventual defeat of the Black Knights will be a Pyrrhic victory. Do you know what that means, Bismarck?"

"It means our forces will be too diminished to maintain our hold over the Tokyo Settlement."

"And once the Elevens regroup, they'll finish off our forces. I have no choice but to sacrifice a portion of our fleet so that our remaining forces can make a strategic retreat. Worse, the Elevens may retaliate by harming the Britannian refugees on Shikoku Island. For your part in this needless bloodshed, I order you, Knight of One, to lead the forces that I have no other choice but to sacrifice for the sake of our fleet."

"Yes, your majesty."

It was at that moment, the flagship was rocked by a concussion force. Schneizel, Bismarck, and the bridge crew galloped outside. What looked like a glowing ember passed by at supersonic speed and then came to a sudden stop at the far end of the fleet. It then darted from ship to ship dragging the catapults and rockets off their decks and dumping it in the ocean. When it passed by the Britannian flagship and disarmed it, Schneizel could see that its coat was black as ink and it had both wings and a horn.

"Is that 'thing' my father's doing, Bismarck?"

"No, your majesty, it isn't."

"Then what is it, Bismarck?"

"I don't know."

* * *

><p>Lelouch couldn't believe his eyes. Something was single-handedly decimating both the Britannian armada and the Black Knights. Just after it was finished crippling the Britannians' naval forces, the unidentified object turned its attention towards the shore line. As it flew by, the siege engines were torn to pieces. All that was left were the scraps of junk they were constructed from.<p>

"Kōzuki! What the hell is going on out there!"

"I don't know. We won't have anything left to fight with if this keeps up."

It then emitted a wave of energy that dissipated the clouds leaving only the air troops in its wake. Now, neither side had the means of launching lightning attacks.

_No! Not now! Not when I was about to turn the battle around in our favor! Why must this world throw one roadblock after another in my path? No, I have to keep focused. I can't give up. Nunnally is waiting for me back at headquarters. I have to be strong for her sake._

"Kōzuki, order the airborne troops to fall back at the Settlement and to go into the lower levels. That should cut down on its maneuverability. We can attempt to overwhelm it with superior numbers." But there was no response. "Kōzuki! Kōzuki! Response now, dammit!"

Kallen was unable to response, for she was paralyzed with fear. The very monstrosity that had effortlessly brought the Britannian armada and the Black Knights to their knees hovered just a few feet away from her.

"Your talking box has quite the fowl mouth," said Nightmare Moon. She flew by Kallen and examined the shortwave radio strapped to the back of Kallen's radio operator, who was also too terror-stricken to act. "I can't sense anything alive inside of it. What is it?"

"It's a radio," Kallen's radio operator stuttered. "It's a way to talk across long distances."

"Amazing! Yes, I can feel the magic flowing through this wire and it's coming from.." Nightmare Moon paused and waved her hoof around until it was pointed at Mt. Fuji. "…there." Then, Nightmare Moon flew toward Lelouch's position.

Kallen grabbed the microphone between her two front hooves. "Zero! Get out of there. It's heading for your position! Run!" She then cast the mike aside and chased after Nightmare Moon.

Before Lelouch had a chance to clear out, he was intercepted by Nightmare Moon.

"So, it was the mangy outlaw leading this pointless battle. Zero isn't it? That's what these wild ponies call you. A fitting title if you ask me." Nightmare Moon chuckled. "These ponies no longer need your leadership, you worthless zero! I'll be ruling these ponies for now on."

"I'll show you what this mangy outlaw is capable of." Lelouch telekinetically peeled away the eye patch covering his Geass eye. "Now die!"

Nightmare Moon rolled her eyes. "Not another one. You're the third foal today that tried that trick! I've only known about this Geass for one day, and it's already getting old." Nightmare Moon levitated Lelouch off the ground. "Your silly little power is nothing to one such as myself."

_No, it's not possible! It's not fair! She bested Britannia and me *and* she's immune to Geass!_

"What are you?" Lelouch cried out. His legs trembled and the hairs on his coat and mane stood up, not out of fear, but out of rage. Once again, he was cheated out of victory by one single opponent whose only virtue was being so powerful that it could bulldoze its way through all of Lelouch's grand designs. Worst of all, it was gloating. It talked down to Lelouch. Her nonchalant manner screamed to Lelouch that he wasn't a threat. He wasn't even a nuisance.

"I am Nightmare Moon, your new empress. It was I who gave you your beautiful new body, and you will learn to love me for my act of kindness."

"This is your doing?" Lelouch raised his front hooves before Nightmare Moon.

"Why yes, my little pony. You may freely express your gratitude for the gift that has been bestowed upon your kind."

"You think we'll ever show you gratitude for mutilating our bodies?!"

"You ingrate! How dare you profane my hoofiwork!"

"You force your vanity on us and expected the world to bow to you?! We'll never accept you as our ruler!"

"Oh you wild ponies will. And your first lesson will be NOT TRYING TO MURDER YOUR EMPRESS! And I'll start by plucking out your Geass eye!"

Lelouch tried to free himself with his own telekinesis but Nightmare Moon's hold was too strong.

"What futility!" Nightmare Moon chuckled in amusement. "It was I that gave you magic, and yours is but a smidgen of my power."

Lelouch, instead of pushing away from Nightmare Moon, pulled himself towards her. It was enough to catch Nightmare Moon offguard. He then concentrated all of his power on making his horn glow and focused his power on Nightmare Moon's eyes. The sudden flash of light overwhelmed her senses, and, in the process, she lost her concentration. Her magic slacked off enough that Lelouch pried himself free, and in a last act of desperation, leaped off the precipice.

"You dare assault your empress, foal!" Nightmare Moon regained her vision and was searching for Lelouch. When she couldn't find him on the precipice, Nightmare Moon looked downward and saw Lelouch falling. "So you choose death rather than surrender your Geass? So be it, foal!"

Lelouch had no intention to die. He concentrated his telekinesis on himself, but it did little to slow down his fall. It wouldn't enough. Lelouch then directed his telekinesis at the air itself. The magic aura formed a wall blocking the air acting as a telekinetic parachute. This time, the magic worked. Lelouch was slowing down, but it was taxing for him to use his power in this manner. It would give out before he could make safely on _terra firma_. As his power was about to give out, the ground was closing in faster and faster until...

* * *

><p>Kallen pressed forward even as her lungs burned and her wings were about to give out from exhaustion. Nightmare Moon had long passed her by and would have swatted Kallen like a gnat even if she could keep up, but it didn't matter. Lelouch was too important to the Japanese people. Even though he was the son of the Britannian emperor, his life was more precious to Japan than all of the national treasure looted by the occupation forces combined. She had to save Lelouch even at the cost of her life.<p>

Kallen was almost at the precipice when Nightmare Moon zipped by. What appeared to be Lelouch's mask and cape flew alongside her, held aloft by Nightmare Moon's magic. Both items were stained with blood. Kallen's heart skipped a beat. _What if those really were Lelouch's? Did Nightmare Moon...No! It can't be. No it just can't! How will we survive without him?_ Kallen traced backed Nightmare Moon's flight path to the base of Mt. Fuji. When she landed, Kallen's worst fears were verified.

There on the ground was a broken body. Legs fractured and twisted out of place. Horn snapped in half. Blood was pouring from every gash and cut. Lelouch was sprawled on the ground beaten and bloodied hanging on for dear life.

And at that moment, the sky went dark.

* * *

><p>Two weeks later<p>

A sleepy yarn escaped from Applejack's lips as the worn out cowfilly was on her way back to the Sweet Apple Acre farms. It was a rather exhausting week. Just as she and her friends were returning from Appleloosa, Applejack had to stay on the train and head over to her cousin Peach Melba. Melba, while distracted by that weird light show, stepped in a hole in the road while hauling peaches and twisted her ankle. Applejack had to finish the peach harvest for her. The itinerary for the rest of the day was to hit the sack and get a good night's sleep in preparation for a day of apple bucking. But as she was going through the gate, she noticed a strange earth pony she never seen before, bucking apples from their family orchid.

"What ta hay ya think ya doin'?" Applejack cried out to the stallion she was fast approaching.

"Um...may I help you?" The stallion asked while backing away from the agitated cowfilly.

"I dun need no help. Looks like u dun gone and help yerself to our apples."

"I don't understand."

"If ya don't git off our farm, yer git plenty o' understandin' when I buck yer but good." It was at that moment Big Macintosh raced across the farm to Applejack.

"Hold yer horses, sis!" Big Macintosh yelled out.

"Big Macintosh, ain't yer suppose ta be mindin' the farm? How come yer haven't stop that there apple thief."

"Sis, that's not an apple thief."

"Well, he'in takin' our apples. Wad else would yer call it?"

"I'd call it doin' his job. That's our new farm hoof."

Applejack stared half surprised and half revolted at the stallion that was extending a friendly hoof to the cowfilly.

"Hello," said the stallion, "my name is Suzaku."

* * *

><p>I hope you enjoyed Chapter 8 of <em>Rebel Against the Night.<em> Yes, this is Chapter 8. The idea of doing sub-chapters isn't going to work out. So, Chapter 6.25 is now Chapter 7. If I do subchapters, they'll be added at the end of the existing chapter, and notify you through my blog. Also, I have another Code Geass crossover that I have been neglecting. That one is long overdue to be finished. So, I have to put this one on hiatus, though I don't have a good track record with putting _Rebel Against the Night _on hiatus. I made that claim before, and this story is eight chapters and 110,000 words long. Hopefully, the next time I post the next chapter, _Zero vs. Kira_ will be finished


	9. Chapter 9: Pax Nocturna

Rebel Against the Night

By

CrossoverManiac

Code Geass is owned by Sunrise, Inc. My Little Pony: Friendship is Magic is owned by Hasbro and created by Lauren Faust. This is a fan-based work not intended for commercial purposes. Character thoughts are _italics_.

* * *

><p>Chapter 9: Pax Nocturna<p>

The pillars, towering monolithic structures, dark and smoking shells simmering with power beneath, burned bright pinkish-white beneath its charred surface. Its tip climbed beyond the clouds impaling the blue sky a poisoned wound in the very heavens above. Noxious gray clouds infected the sky like gangrene and blotted out the sun itself. Japan became indistinguishable from the bleakest of underworlds dreamt of by tortured poets of old. Then the pillars spouted luminescent roots that radiated outward creeping below the surface.

Kallen traversed the winding foot trail heading away from Mt. Fuji as she carried Lelouch. For her, the bleeding, broken stallion that she carried on her back was her only hope however tenuous it was. Strips of cloth torn from her uniform dressed Lelouch's wounds. Kallen stepped into a hole obscured by the shadows. She arched her body just in time to keep Lelouch's limp body from falling off her back.

Kallen took a moment to rest up and take a few deep breaths. "It has to be here," she cried. As she groped through the darkness, her legs were growing weaker from fatigue. The aches screamed out that her knees would buckle again if she didn't stop to recover her strength. Kallen disregarded the pain and pressed forward. As they went around a curve in the path, the almost inconspicuous outline of black against the dark purple sky that seemed to slowly grow brighter. Kallen gained her second wind and sped towards the silhouette. It was a visitor center abandoned after the occupation. Kallen tried to open the door, but it was locked shut. She turned around and back kicked it a few times until the door was torn off its hinges. Kallen gave her eyes time to adjust. Inside was a front desk and what looked like a bench. Kallen backed into the couch, pressed her hind quarter against it, and, as gently as she could, rolled Lelouch off her back by partially squatting her hind legs. Kallen could feel Lelouch rolling off the bench, so she pressed her hind quarter against him until he was no longer on the edge. Heeding the protests of her sore back and legs, Kallen dropped on her belly and took a breather beside the couch.

"Lelouch," Kallen said between pants, "I'll only be gone...for a little while...You'll be okay once I bring Minami to heal you...Everything will be alright I swear...Just hang in there." The last two sentences were just as much for her as it was for Lelouch. Kallen's only hope was teetering between life and death and hers were the only reassuring voice within earshot.

* * *

><p>All of Tokyo fixed their gaze upward as the sun was cloaked behind thick smog until the sky grew dim, though between the light peering under the surface of the pillars and a purple hue emanating from the sky above, it was brighter than a clear night during the full moon. It was calm for a locale that was the site of a large-scale amphibious assault just minutes ago. The ponies on the shore were stunned into silence. Only the beating of waves against the shore was heard.<p>

The giant pony hybrid, which had rendered both the USJ and Britannia's war machines impotent with ease, glided down with a horned type and a winged type, both stallions, enveloped in a telekinesis aura, next to an awe-struck Ohgi. The hybrid had a ghostly flowing mane that sparkled like a field of stars on a clear moonless night and an ebony coat. Her two captives were dressed in the regal garb of the Britannian nobility.

"You there," she said to Ohgi. "You look like somepony in charge, though I use that term loosely. Am I correct?"

"I'm Ohgi Kaname, the Deputy Commander of the Black Knights. Who are you?"

"You may address me as Nightmare Moon."

"And who are they?" Ohgi pointed a hoof at the two Britannian stallions.

Nightmare Moon unceremoniously dropped the stallions. "This pony here," she said pointing to the horned type, "was leading the invasion force you were fighting. Tell him your name."

The horned stallion picked himself off the ground and dusted himself off. Despite the humiliating entrance, he kept a strong posture; his shoulders straight and level, and his head held up. The regal look was natural for him. "My name is Schneizel el Britannia. Though given the situation, I'm not sure what my title would be."

"If you behave yourself, I might let you stay a prince," Nightmare Moon said to Schneizel.

"Then until the situation further develops, I am the second prince of the Holy Britannian Empire." Then Schneizel pointed a hoof at the winged type that accompanied him. His mane and beard were in an upheaval. His eyes fixed forward, listless and despondently oblivious to the monumental events unfolding before him. "And this is Bismarck Walstein, a member of the Knights of the Round-the Knight of One to be precise."

"Don't get too attached to the 'Holy Britannian Empire' part of your title" said Nightmare Moon. "It won't be around for long. It'll become part of *my* empire. And now that I have everypony in one place, we'll discuss the transfer of power over to me or would you rather be left in total darkness?" The sky became darker than before. The hue died out. There was no light except from horns and smoldering fires.

"Okay, you win," said Ohgi. "We'll transfer power over to you." The purple hue appeared once again.

"Good," Nightmare Moon chuckled. "You wild ponies aren't so unreasonable after all."

"Look, what you're asking for is above my level of authority. Zero is our leader. Why would you want to talk to me? Why not ask him?"

It was then Nightmare Moon tossed Zero's mask and cape at Ohgi's hooves. "The foal leaped to his death rather than surrender." Ohgi examined the mask and cape. They were both covered in blood and the mask had the built-in synthesizer Zero used to disguise his voice.

"You...killed him." Ohgi stuttered.

"I said he leaped to his death. Enough about the mangy outlaw-we have important matters to discuss."

"Zero isn't a mangy outlaw!" Ohgi said defensively.

"You're right. He isn't a mangy outlaw. He's a dead mangy outlaw, which you'll be as well if you don't watch your mouth."

Ohgi felt a strangle tingle in his hooves and looked down. To his shock, his legs were turning to stone.

"Now do I have your cooperation?"

Ohgi nodded. "Yes, you do."

"Much better," Nightmare Moon chuckled while reversing her spell on Ohgi. "First off, you must agree to surrender to me and instruct your ponies that they are now my new subjects."

"I suppose I don't have a choice." Ohgi turned to his fellow Black Knights who was watching the situation unfold. Even in the dark, it was still unbearable to look them in the eyes and tell them all their sacrifice and shed blood was for nothing. Ohgi looked down and sighed. "We have no choice but to surrender to Nightmare Moon."

"Say it like you mean it, foal."

"As acting CEO of the Black Knights, I hereby surrender to Nightmare Moon!"

Nightmare Moon cast a spell on Ohgi. "Speak up. I don't think they can hear you."

"AS ACTING CEO..." Ohgi couldn't believe the ringing in his ears. It was like he was talking through a pair of stage speakers and that he had the misfortune of pressing his ears against them at the same time.

"It's a voice amplification spell. Now tell them."

AS ACTING CEO OF THE BLACK KNIGHTS, I ORDER OUR SURRENDER TO NIGHTMARE MOON!" Ohgi's voice reached across the waters of Tokyo Bay reaching the Britannian mundane and horned types still onboard their makeshift warships and the Britannian winged types floating over the bay. More importantly, Ohgi's voice was heard all over Tokyo. His words echoed along its ruined skyscrapers.

"That should do." Nightmare Moon deactivated the spell and floated overhead. "WILD PONIES OF THE NATION YOU CALL JAPAN," she said in a booming voice as loud as Ohgi's was, "I AM NIGHTMARE MOON, YOUR NEW EMPERESS. YOUR FORMER LEADER, ZERO, HAS FALLEN. HE COWARDLY TOOK HIS LIFE RATHER THAN SURRENDER TO ME. HIS SECOND IN COMMAND, OHGI KAMANE, HAS ACKNOWLEDGED ME AS THE RIGHTFUL RULER OF YOUR LAND. YOU HAVE NO NEED TO WORRY ABOUT THE BRITANNIAN EMPIRE. THEY TOO ARE UNDER MY CONTROL. IN FACT, YOUR NATION AND THEIRS ARE ONE HERD UNDER MY BENEVOLENT RULE ALONG WITH THE OTHER NATIONS OF WILD PONIES. AND IN RETURN FOR THE NEW GLORIOUS AGE I WILL BRING TO YOUR WORLD, YOU WILL SHOW THE GRADITUDE I AM DUE AND SHOW LOVE FOR YOUR NEW EMPRESS AND APPRECIATE THE BEAUTY OF THE ETERNAL NIGHT SHE HAS GRACED UPON YOUR WORLD! AND THIS CITY YOU CALL TOKYO SHALL BECOME THE CAPITAL OF THE NATION THAT I HAVE CREATED AND, HENCEFORTH, BE KNOWN AS NEW CANTERLOT! THE FORTRESS YOU CALL THE TOKYO SETTLEMENT IS NOW NEW CANTERLOT CASTLE. LET THEIR FORMER TITLES NEVER ESCAPE THE LIPS OF ANYPONY EVER AGAIN!"

Nightmare Moon then called out to the Britannian armada. "YOU BRITANNIAN PONIES NO LONGER FIGHT FOR BRITANNIA! AS MY NEW SUBJECTS, YOU WILL LEARN TO LIVE IN PEACE WITH THE PONIES OF JAPAN! IF YOU DO NOT, YOU WILL SUFFER THE CONSEQUENCES! YOU HAVE SEEN MY POWER! DO NOT DEFY MY COMMANDS, PONIES OF BRITANNIA!"

"Prince Schneizel," said Nightmare Moon when she landed, "your duty is to maintain order in Britannia and to carry out my orders. I'll escort you there myself. Your men will be staying behind."

"Did you say an eternal night?" Ohgi asked. "We're doing as you ask. Why won't you stop blocking off the sun?"

"That gaudy eyesore has no place in my new world!" Nightmare Moon yelled. "My night is more beautiful, more graceful than that obnoxious sun. My night will be eternal, and you'll learn to appreciate its magnificence."

"But we'll die without the sun."

"I'm afraid Deputy Commander Ohgi is correct." Schneizel, who had held his tongue for most part, spoke up. "Our food supply will wither, and that is assuming the masses won't freeze to death before dying of starvation."

Nightmare Moon rolled her slanted eyes. "Quit your bellyaching foals. I'll maintain the temperature and keep your crops from dying...provided of course you are loyal subjects. Otherwise, you will freeze to death with nothing but your rumbling bellies to confront you. It is in my power to do so." Neither Ohgi nor Schneizel looked convinced. "Don't worry your precious little pony heads." Nightmare Moon's mane flowed under their muzzle tilting their heads upward. "I want only the best for my subjects."

* * *

><p>Euphemia had finished indulging herself with the luxury of Matsuyama Castle's indoor toiletries when somepony, out of the shadows of the dimly-lit hallway, galloped frantically from the corner of her eye. Euphemia jumped back and was about to shut the restroom door when her assailant emerged from the dark.<p>

Euphemia panted while holding her heart back in her chest. "Sir Reginald, you startled me."

"I'm sorry...mi lady...," Reginald panted, "...I wasn't back by...the time you...finished."

"That's what I've been meaning to ask you. What that you running back and forth while I was in the restroom."

Reginald nodded. "I was checking...outside in case someone tried...breaching the fortifications." He took a deep breath and exhaled.

"Then why were you running back here?"

"I had to keep the door guarded just in case they might have gotten in already."

"And who are 'they'?"

"Whoever it is that erected that...column after everything went dark...mi lady."

"You worry too much, Sir Franklin." Princess Euphemia placed a reassuring hoof on Sir Reginald's shoulder.

Reginald shied away from Euphemia for a brief moment before regaining his composure and giving her a warm smile. Euphemia then began acting bashful towards her knight. Reginald's smile faded to a frown.

"Well, let's not waste anymore of General Darlton's time," Euphemia said awkwardly. "I'm sure he wouldn't want us late."

"Of course, mi lady." Reginald headed into the field of darkness that was the main hallway in the center of Matsuyama Castle.

Euphemia's horn began to glow. "Maybe I should take lead."

"But mi lady, it's my responsible to insure the path is safe for..." Euphemia winced from the torrent of banging noises. Euphemia galloped down the hall and shined her light on Sir Reginald who was buried under a stone column and a bust of Prince Odysseus ru Britannia in his original form.

"Are you alright?"

"As I feared, mi lady. The path has...oh who am I kidding...I tripped over my own feet."

"It's nothing to worry about."

"But it's a statue of the first prince of Britannia. It must be worth a fortunate."

"It's nothing to be concerned about. Now let me go ahead of you so this doesn't happen again." After Euphemia helped her champion back on his hooves, Reginald followed her to General Darlton's office. There, waiting for them both, was General Darlton and Sir Guilford.

"You wish to see me, General?" Euphemia asked.

"As a matter of fact, yes. Perhaps you should sit down before I tell you the news."

"What's wrong? Is it Suzaku? Isn't today the deadline for his mission?"

"It may be related to Sir Kururugi's mission. We have word over shortwave that the Empire amassed a fleet to take back Area 11 lead by the Emperor himself."

Euphemia placed a hoof over her mouth and gasped. "Did he...die? How many casualties? What about Zero?"

"It's hard to explain, but there seems to have been an intervention by a third party."

"A third party?! The Chinese Federation?"

"No, according the reports, a being that appears to be a hybrid of the winged and horned types single-handedly decimated both the Empire and the rebel forces."

"Just one person...by himself."

"He is actually a 'she', and she goes by the name Nightmare Moon. And the reports claim that this Nightmare Moon entity caused the sky to go dark."

This time, it was Euphemia's turn to be short of breath. "This is too much to take in at once. Did the reports say anything about the Emperor and Zero?"

"It said Nightmare Moon has the Emperor in her custody."

"And what about Zero?"

"The reports say he committed suicide."

Euphemia deactivated horn causing the room to go dark. "Could you please...step out?"

"But mi lady," Reginald objected, "you should have a knight accompanying you at all time during this time of em..."

"I said step out!" The princess said in a sterner voice. When the three stallions left Euphemia alone, the young princess broke down in tears, shed for a lost father and brother.

* * *

><p>Since he was free from prison by Schneizel, Bartley devoted his remaining years in this world serving his prince. It was the least he could to do, which was why it pained him to watch his lord playing second-fiddle to this Nightmare Moon creature. Bartley escorted Britannia's new empress through the hallways of broken and delirious ponies piled into overcrowded cells. The mental hospitals in Pendragon City were swamped with tens of thousands of ponies unable to mentally cope with their transformation. They descended down a flight of stares to the basement level.<p>

"Careful," Bartley warned, "this is the ward for the more violent inmates."

Nightmare Moon rolled her eyes and huffed. "You're kidding right?! There's no pony in this world let alone this prison that can harm me. However," Nightmare spoke as Bartley was levitated to eyelevel, "I'll make you an example of why your kind should fear me if anything happened to Screwloose." Nightmare Moon released her hold over Bartley, and letting him fall with a thud on his bloated flank.

The cells at this level, unlike the others, were smaller and only had one occupant. Some of the ponies they walked passed were muzzled. Others were chained to the wall. Bartley stopped at the end of the hall and tapped on a door.

"I believe this is Mr. Anderson's cell." Bartley backed away when Nightmare Moon stared him down with glowing white eyes. "I meant Screwloose Grove's cell," he corrected himself.

Nightmare Moon peered inside and saw Screwloose asleep on a pile of hay and under heavy restrained with not only muzzle and chain, but he was also forced to wear a straight jacket. "Uncivilized wild ponies! How dare you mistreat my servant!" Bartley stepped back trembling in fright. The door flung open with such force the lock was broken off with a chunk of the door with it. Upon being freed from his restraints by his goddess, Screwloose dashed out of his cell and bow at Nightmare Moon's hooves.

"Your majesty! I am so happy to see you, my princess."

"It's Empress Nightmare Moon. It's only fitting to address the new ruler of your planet." She tilted Screwloose's chin up. "I have a gift for you. Now close your eyes." Nightmare Moon touched Screwloose on the forehead. When he opened his eyes, a pair of slits set in cyan orbs stared back at Schneizel and Bartley. Nightmare Moon materialized an oval-shaped mirror with a gold frame before Screwloose. "This is the special mark that all my faithful servants will bear. Do you like it?"

Screwloose was enraptured seeing his new eyes, which matched Nightmare Moon's, in the floating mirror for the first time. "They're beautiful, your majesty. Oh thank you, my empress."

"Prince Schneizel, Screwloose Grove will be my proxy in this land and will act on my behalf. Whatever commands I have for you will be relayed through him. Also, inform my new subjects that any attack on those whose eyes matches my own is an attack on me and will be dealt with accordingly."

* * *

><p>"I brought the supplies like you asked." Princess Euphemia was stooped over a partially open grate levitating a backpack bulging at the seams into the crevice.<p>

"Your majesty?!" The voice frightened Euphemia and caused her to stumble over when she tried to leap back up. "Your majesty, I am so sorry for startling you."

Euphemia looked up and sighed at Sir Reginald Franklin standing over her. It was even more pathetic when Euphemia's substitute champion offered a hoof to help her up despite not having fingers to grab hold.

"Sir Franklin, I gave strict orders for you stay at the castle."

"But your majesty, my duty is to protect..."

"Are you questioning the judgment of your princess, Sir Franklin? I will not suffer a knight that refuses to follow orders. Sir Franklin? Are you listening to me?"

The tapping of hoofs against a metal surface captured the attention of the young knight.

"Your majesty, I think they're people inside." Reginald pulled out his specially sword with the bit replacing the sword hilt and then kicked the metal grate out of his way. Rather than a storm drain, it was an entrance to an underground passage.

"No wait! Sir Franklin, I am ordering you to stay with me!" Unfortunately, Euphemia's command went unheeded by the zealous knight. Reginald leaped hooves first onto the gentle sloping floor of an underground passage. There, bathed in a faint glow of a barely lit horn were two unicorn mares and a pegasus stallion. One of the mares cowered behind the one illuminating the passageway quivering.

"Haut n te ame of Prince Uemia e Bitannya!" Reginald mumbled with the sword still between his molars.

"Put away your sword this instant!" Euphemia commanded.

"But oor maesti..." Reginald sheaved his sword and said, "but your majesty, these three were hiding in this...place next to the castle. They must be up to no good."

"Are you accusing me of having sinister motives, Sir Franklin," Euphemia sneered, "because I was the one who hid them?"

Reginald hit the ground bowing. "I beg your forgiveness, your majesty. I didn't know."

"That's why you come to me first before you go off half-cocked!" Euphemia cupped her mouth realizing she was yelling. "Now look what you made me do. These individuals came to me seeking sanctuary. I didn't want Darlton or Guilford involved."

"Who are they, your majesty?"

"That's none of your business." Euphemia whispered in a harsh tone. Princess Euphemia closed her eyes and took a deep breath to let the heat of the moment die down.

"So princess," said the pegasus stallion, "is this your new knight? You see to have trouble breaking him in."

"Don't take that mocking tone with her majesty."

"Sir Franklin," said Euphemia in that half calm/half agitated voice of someone trying to keep their temper from exploding like the ground holding back the Earth from giving birth to a new-born volcano, "settle down. Take no offense from him, please."

"Your majesty, don't forget what we talked about on your last visit," said the unicorn mare illuminating the underground passage.

"I'll consider it. Until then, stay here. I'll try to make it as bearable as possible." Euphemia levitated a crate above the opening that was just high enough for her and Reginald to climb out of. Euphemia took a step on the crate and paused. "Sir Franklin, you're not to speak of this to anyone, not even General Darlton and Sir Guilford."

* * *

><p>Lelouch awoke to find himself buried in what felt like straw. He was on his back lying on a hard wooden surface that rattled and shook beneath him. Lelouch tried to roll over but his body felt heavy and depleted of vigor.<p>

"Whe...whe...where...where am I," he barely whispered.

"Zero, don't say another word." The voice sounded like Sugiyama but it was hard to tell since all outside noise was muffled by the thick pile of hay Lelouch was buried under.

"What's going..."

"Please, don't talk. You're in hiding. We're talking somewhere safe."

Lelouch settled down and drifted back into unconsciousness.

* * *

><p>Euphemia braced herself for her first visit with the infamous Nightmare Moon. The rumors about her had cast a shadow over the Shikoku refugee camp deeper than the canopy that cast the world into darkness two weeks ago ranging from her being the devil himself to some ancient alien to her being an outright goddess. However, what concerned the pacifistic princess the most was her intentions for the Britannians still stranded in Japan. Euphemia requested an audience with the Empress to make some sort of equitable arrangement for her subjects, but so far, their elusive new ruler has only sent her bizarre cultists to be her proxies.<p>

The princess was escorted to the Matsuyama City Hall by Guilford, Darlton, and Suzaku's stand-in, Sir Reginald Franklin. The young knight gave Euphemia a warm smile before fixing a stern gaze forward. Euphemia looked away bashfully.

"Sir Franklin, could you secure the perimeter?"

Reginald bowed to his princess. "Yes, mi lady."

Euphemia watched for her substitute champion to get out of earshot. "Are you sure we can't find someone else?"

"Are you displeased by Sir Franklin's performance, you majesty?" Guilford asked.

"He...," Euphemia paused to contemplate how to word her complaint, "...takes his job too seriously."

"Beg your pardon, your majesty," said Darlton, "but that isn't exactly a terrible trait."

"It is when you...try too hard. He overdoes everything. I feel like I'm the champion having to protect Sir Franklin from himself. Also, he's sort of...clingy."

"He isn't being inappropriate around you, is he?"

"No...yes...I meant...It's hard to explain. He's been a perfect gentleman, but I can tell he has a crush by the way he looks at me."

Sir Guilford let out an irritated sigh. "I'll have a word with Sir Franklin about proper decorum for a personal knight."

Euphemia shook her head. "Let me do it. I want to let him down gently. I've been too hard on him," Euphemia said with a brief tinge of regret in her voice, "and he doesn't deserve a scolding for his feelings."

"Yes, mi lady."

"We'll talk about it later. He's coming back."

Reginald greeted Euphemia with a bow and a smile despite being out of breath. "The...perimeter is...clear...mi...mi...mi lady," he said between gasps for air. "I hope...I didn't keep...you waiting, mi...lady."

Euphemia softened her expression. "Not at all, Sir Franklin. In fact, you made good time."

"Thank you...mi lady."

The four Britannian ponies eventually made it to Matsuyama City Hall or, more specifically, what was left of it. Only the east wing wasn't reduce to piles of concrete and rebar. Before them, standing in a chariot that had a pair of ponies with batwings hitched to it with iron chains, was Nightmare Moon.

Nightmare Moon dismounted from her chariot. "I hope it's not too much to ask you foals to bow to your empress."

Sir Reginald leaped between Nightmare Moon and Euphemia. "Her majesty is a princess of Britannia! She doesn't bo..."

Euphemia telekinetically forced Reginald to bow and gave a stern glance at Guilford and Darlton before bowing herself. The knight and the general swallowed their pride and followed Euphemia's example.

"Your majesty," said Princess Euphemia, "I am thankful that you graced us with your presence."

"Funny, it looks to me like you're the only one that's happy to see me. These three don't share you sentiment. Perhaps you would be better served with new advisors..." Nightmare Moon then directed her attention at Reginald, "...and a new champion. I can have them...disposed of."

"Oh no, that won' be necessary, your majesty. I'll take full responsibility for their actions."

Nightmare Moon's mane then wrapped itself around Euphemia's neck. Its grip was just tight enough to permit her to still breathe. "You three now have motivation to pay me the respect I am due."

Reginald shot up and was about to reach for his blade when Euphemia, once again, held him back with her telekinesis.

"So, what is it that you want, Princess Euphemia?" Nightmare Moon asked as she loosened her grip.

"It's about your order to release us from the refugee camp. You see, though I'm glad that we are no longer confined to Shikoku Island, some of the Britannians feel more secure staying with their own kind."

"This world is full of their kind. You no longer belong to those rival ape tribes. You are now my ponies, and you belong to one, single herd. I'm putting a stop to this "Japanese vs. Britannian" manure. That's why I'm giving you the task of moving a quarter of the ponies to New Canterlot."

"But there may not be enough room in Tok...New Canterlot."

"That's another thing." Nightmare Moon pointed to the clouds floating just below the canopy. "In Equestria, pegasi made their homes in the cloud." She then pointed to Darlton. "You can be in charge of moving pegasi to the sky."

"You can't be serious!" Darlton objected.

Nightmare Moon smirked as she lowered her head to eye-level with Darlton and came within an inch of touching nose-to-nose. "Don't tell me you're afraid to fly."

"I can fly quite well, but living in clouds?! That's..."

"...the natural order. See to it that there are no pegasi in your camp that are still living on the ground. Do I make myself clear?"

Euphemia gave Darlton another nasty glare; her silent cue for her advisor to fall in line. "I'll make arrangements to have the pegasi moved to the clouds," said Darlton, "though some of the younger ones with wings can't fly."

"Then you'd better carry them there yourself. If that's all you have to talk about, I'll be on my way."

"There's one more matter that I wish to discuss," said Euphemia.

"Oh, and that is?"

"Is it true you turned my father, the Emperor of Britannian, into...stone?"

"I did. He tried to cast a spell on me but failed, and I made him paid dearly for it."

"I wish to negotiate the release of my father."

"You can forget it. I'll restore him when I feel like it. Don't bother asking again less you tempt me into breaking him into pieces. Now, if you excuse me," said Nightmare Moon as she was boarding the chariot.

"Wait!"

Nightmare Moon huffed; her shoulders slumped down. "Oh now what."

"It's about my previous champion, Sir Kururugi Suzaku. He was sent on a mission by my father."

"Get to the point."

"I was wondering if you've seen him. I received a report over shortwave that he was on the island where you turned my father...to stone. He has..."

"Is that what you're wasted my valuable time for?!"

"Suzaku has gold-colored fur and a brown mane."

"Oh now I remember that foal." Nightmare Moon made no effort to hide the disdain in her voice. "He was as stubborn as a mule and got in my way. And don't you already have a knight? Just find another some other pony if his replacement isn't up to the task. Why bother me?" Nightmare Moon backed away as Euphemia invaded her personal space.

"Can you tell me where he is?" Euphemia asked in an excited voice. "Is it safe? Please, tell me. I have to..."

"HE'S DEAD! The beasts of the forest are probably feasting on his flesh by now."

Euphemia shook her head emphatically. "No, it can't be."

"Yes, it can, now shut up and leave. I have better things to do than find your knight's chewed up bones."

Euphemia collapsed to the ground and broke down in tears. Reginald, Guilford, and Darlton rushed to her side.

"My, you certainly liked your knight," Nightmare Moon chuckled. "I'll give you some time to grieve." The Empress of the Night left the Britannian ponies to tend to their grief-stricken princess.

* * *

><p>Lelouch awoke once again. This time was on a matt inside a stationary structure or at least that what it felt like since he was in total darkness. He tried to use his telekinesis to feel around. A sharp pain shot from the tip of his horn, through his skull, and all the way down his spine. Lelouch would have screamed out in pain but he was so weak all he could manage was a moan. He lifted a foreleg and rubbed his head. His fetlock scraped against his horn, half of its original length with a jagged edge. The 'tip' he felt must have been phantom pain not unlike an amputee who could still feel a lost limb. Two muffled voices that sounded like Minami and Tamaki's were going back and forth on the other side of the wall.<p>

"How many time do I have to tell you-Zero is blind in that eye."

"And I keep telling you that red blotch is the only thing wrong with it."

"I never saw this red blotch you keep talking about. The iris is milky white. That means he's blind in that eye."

Once again, Lelouch succumbed to the lingering effects of his near-fatal fall and slipped back into unconscious.

* * *

><p>An elderly unicorn stallion hastened to the tapping of a hoof against his apartment door as fast as his swollen joints would permit. Standing at the door was Ohgi Kaname and two unicorns with slanted eyes wearing dark purple armor.<p>

Ohgi fixed his gaze just to the left of the old stallion. "I'm sorry to bother you, sir, but we're performing contraband searches of this area."

The elderly unicorn turned to his side and blocked off the doorway. "But I'm not hiding anything, I swear."

One of the armored cultists focused his telekinesis on the elderly pony and pushed him back. "Out of the way, old horse!" The two unicorns in armor barged in. Cushions flew across the room as the room was filled with banging of furniture being haphazardly tossed about.

Ohgi rushed to the elderly stallion's side. "You didn't have to be so rough." The unicorns in armor paid Ohgi no mind and began systematically checking the other rooms in the apartment. However, one pony, a pegasus wearing a dark grey and purple tight suit with lightning bolts patterns dividing the two colors and goggles pulled just above his slanted cyan eyes, did take notice.

"Well he shouldn't have stood in our way. We have orders from Nightmare Moon to not leave any stone unturned."

"Show a little compassion, Barnstormer," Ohgi pleaded.

"Do I know you from somewhere?" The elderly stallion scrutinized Ohgi's features. "Now I remember. You were the one in charge of moving us into the Tokyo Settlement. You're one of the Black Kni..."

Barnstormer backhoofed the elderly stallion. "It's called New Canterlot by royal decree from our empress, and don't you dare forget it."

Ohgi jumped between Barnstormer and the old stallion. "That's going too far." Ohgi tried to examine the elderly stallion for any sign of injury but was shoved away. The elderly stallion pointed at Ohgi, his foreleg trembled uncontrollably.

"Why are you helping them? You're a Black Knight. Why are you on their side?"

"He knows better than to cross our empress, that's why," Barnstormer interjected. He then looked down the hallway. "But apparently, you don't." Various objected floated ahead of the armored unicorns as their made their way to the living room.

The old stallion limped to Barnstormer with streams running down his muzzle. "Please...don't! It's all I have left of them!" The items floated into a sack.

Barnstormer pointed first to the elderly stallion and then at the door. "Take him outside. The two armored unicorns poked their prisoner with their horns and herded him outside. Barnstormer bit into the sack and tossed it at Ohgi. "Now make yourself useful and come with me." When they were outside, Barnstormer let out an ear-piercing whistle. A group of armored cultists, a mix of the three pony races, poured out of the other apartments. They gathered beside Barnstormer and stood in a four-by-five formation with one pony standing in front of the others and saluted Barnstormer.

"What are your orders, sir?"

Barnstormer returned the salute. "Sergeant Evening Shade, round up everypony in the apartment complex and bring them out front."

A few minute later, the last of the occupants were marched to a spot on the street in front of the apartment. They were in the residential district of what was once called the Tokyo Settlement. The silhouette of the Settlement's solar towers, its once primary power source, bore an eerie resemblance to grasping fingers. This gave the ominous impression that the High Ground Level was the palm of a massive hand threatening to close in on them and crushed them in its tightened fist. Barnstormer stood in front of the crowd. The elder stallion was sandwiched between his two unicorn guards. At the edge of the crowd, still carrying the sack in his mouth, was Ohgi.

"Do any of you wild ponies have a clue of what gratitude is?" Barnstormer admonished the crowd. "Well?" He snorted and raked his foot across the asphalt in response to the silence. "Look at the bodies you have. Some of us were blessed with the power of magic, some with great strength and a connection to nature, and some," Barnstormer said as he flapped his wings, "the freedom of the open skies. And who was it that blessed us? It was our empress Nightmare Moon. She gave us the peace we now enjoy. She ended war, not just for Japanese and Britannians, but for the whole world. A world at peace-it was thought to be only a dream, but it was made reality by our empress."

Barnstormer motioned to the elderly stallion. "You see this selfish pony? Our empress wishes, for our sake, to give future generation of ponies a brand new start. They can live their lives never having to live through the shame of once being human. They should be free from that burden. But ponies like him cling to the ugly past. Ponies like him, if permitted, would deny future generations the chance to start with a clean slate. They deserve what's coming to them."

Barnstormer leaped in the air and swooped by the elderly unicorn scooping him up. The crowd watched as the two faded into the background of dark purple skies. Then, the elderly stallion plunged head first into the asphalt. The stomach-churning crackle of his shattered cranium reached to the other side of the crowd. The older mare and young children began crying. One pony dropped to his knees and spewed the content of his four stomachs.

Barnstormer glided back down and landed in the exact same spot where he flew. You have one hour to turn over all contraband. Gather the items in a pile to be burned. Starting here. Ohgi?" Ohgi brought the bag to the spot Barnstormer pointed out to him and flipped it. Old photos, some in broken picture frames, and a large black book were sprawled over the cold asphalt. Ohgi could not resist the temptation to look. The largest of the photos were taken on the beach during a radiant summer day with the rays of the sun glistering off the ocean. A man, not much older than Ohgi, knees behind a strikingly angelic young woman sitting on a beach towel while holding a little girl not much older than six. Ohgi watched the girl grow up as his eyes darted back and forth between the scattered photos. He also caught glimpses of the man and woman grower old. Ohgi flipped the large black book that landed on its back cover. His sight was fixated on the words "_FAMILY ALBUM_" until he felt a tap, really more like a shove, on his shoulder.

"Stand back," a unicorn in armor ordered. A small flame danced on the tip of his horn. When Ohgi stepped aside, the unicorn focused a bright blue and purple beam on the photo album lighting it on fire.

"What about the old pony?" Ohgi ask as he looked back and forth between the burning photos and the corpse of the elderly stallion who just wanted to honor the memory of their love ones. "We can't just leave him here to rot."

Barnstormer said coldly, "we'll just toss him on the barn fire with the rest of the trash."

* * *

><p>Lelouch awoke, once again, and was still on the matt inside the closet. He concentrated with his horn. The pain once again shot along his backside, but not with the intensity as before. He rubbed his fetlock along his horn. The rough edges had smoothed out, and it was longer than when he first noticed that it broke.<p>

It was now coming back to him. Some creature, a hybrid of the winged and horned type, attacked him. It was immune to his Geass power and the only way he could escape was to leap off the top of Mt. Fuji. He tried using his telekinesis to slow his descent but it was only a nominal success. In fact, judging by the broken horn, Lelouch surmised he came close to being killed. He also remembered being hidden under a pile of hay, and since he was being kept hidden by the Black Knights, it must mean that it won.

Just then, the door to Lelouch's hiding place slid open. "Lelouch, are you awake?" It was Kallen speaking in a whispered tone, just enough to be heard if he was conscious but not high enough to wake him.

"I am," said Lelouch.

"Can you make your horn light up?"

Lelouch concentrated. There was a momentary sting that quickly died down. Lelouch's powers had returned to him. His horn illuminated the closet space. For the first time, Lelouch was looking at the very crawlspace he was kept hidden inside. It was barely large enough for Lelouch to lie down inside. Apart from Lelouch and his futon, there was nothing inside.

"Zero, thank God you've recovered," Kallen breathed a sigh of relief. She was wearing an oversized hooded sweatshirt that covered most of her body.

"Where's Nunnally? Is she with you?"

Kallen shook her head. "She's with Sayoko."

"Where are they?"

"Sayoko mentioned something about a 'Shinozaki School'. I'm not sure what she meant by it."

"They're probably at one of her family's dojos. When Britannia was defeated, I restored the lands stolen from them during the occupation. It was my way of thanking Sayoko for being Nunnally's protector."

"That explains why she was good at throwing knives even without hands or a horn. It was scary watching her skewer the practice dummies in the training room."

"Is anyone else with you?"

"Minami, he's been treating you since you were in that coma."

"I was...in a coma?" Lelouch said slowly to let it sink in.

Kallen nodded. "You're been in and out of consciousness for two months."

"That long? Did we defeat that thing...what did it call itself...Nightmare Moon! Were you able to defeat Nightmare Moon?"

Kallen took a deep breath and sighed. "No, we weren't. She's taken Japan and the Britannian homeland. Last I heard the EU forces are making a last stand against her at Geneva, Switzerland."

"It took over both the USJ and Britannia in two months?! How many of those hybrids are there?"

"Just her-that's all she needed to take over."

"That's can't be possible. Even if she's that powerful, she can't be in more than one place at the same time. How is she keeping her conquered territory under control?"

"She has a cult that worships her. It was being formed while we were rebuilding."

"How many cult members are in Japan?"

"Ohgi says they're thousands, and they're growing in number. We even loss some of our Black Knights to her. They're convinced she's an actual goddess, and sometimes," Kallen said hesitantly, "I even wonder if it's true myself."

"Have the entire world gone mad?" Lelouch slapped a hoof on his forehead. "I can't believe you of all people would fall for silly superstition." Lelouch grunted as he pushed himself up. "It's gifted at using magic and can fly, and somehow, that's enough to convince you it might be divine?"

"It's more complicated than that," Kallen said defensively.

"I don't feel like discussing this matter further. We'll talk about in the morning."

"There is no morning!" Kallen shouted. "There hasn't been a morning since Nightmare Moon took over."

"What the hell are you talking about?"

"No one's seen the sun since Nightmare Moon took over."

"That's impossible." Lelouch struggled to get back on his hooves. "The sun has to be shining somewhere on this planet."

"What's all this commotion?" Minami pushed his way through. "Zero, you haven't made a full recovery yet."

"Kallen said the sun hasn't risen since Nightmare Moon took over. Is it true, Minami?"

Minami nodded.

"Why hasn't the temperature changed?" Lelouch asked. "The world should have frozen over by now."

"I don't understand it myself, but somehow there's no sun, and, yet, the world isn't freezing."

"Get out of my way. I have to see it for myself."

"Zero, there's nothing to look at."

"I said out of my way!" Lelouch's horn glowed to life, but he was only able to summon enough magic to make Minami and Kallen float just an inch or two off the ground. Using his magic in this weaken state was exhausting. Lelouch released his hold over his two lieutenants and letting them down with only a slight thud when their hooves hit the floor. "I'm commanding you to step aside."

"But Zero, you need to..."

"I'll rest later. Now, let me go outside. Am I still leader of the Black Knights or not?" Minami sighed and moved out of the way.

"Minami, don't let him go in his condition."

"Kallen, do as Zero commands," said Minami. "He's right. As long as we're Black Knights, we have to obey his orders."

"Then in that case, I'll come with you."

"Do as you like." Lelouch said as him limped by. His atrophied muscles ached with each step forward after a month of disuse. Lelouch focused his magic on the door and barely managed to turn the knob and force it open. It wasn't exactly the night as he remembered it. Not only were there several pillars illuminated by the energy flowing through the cracks in its charcoal surface, but the night sky seem unusually bright. It was as bright as a hazy night over the Tokyo Settlement when the city lights reflect off the clouds making it bright enough to drive without headlights if there were still working cars to drive. The canopy was adorned with points of lights more brilliant than the stars arrange in constellations unknown to man.

Lelouch pointed up. "How far does that thing extend? And why is it so warm? If I've been in a coma for two months, shouldn't Japan be a frozen wasteland by now?"

Kallen spoke up. "It covers every square kilometer of Japan. I flew all over Honshu looking for the edge. The pillars were holding up the fake sky everywhere I flew. And to answer your second question, Nightmare Moon extended the growing season to make up for the crop shortages."

"But why blot out the sun? What does Nightmare Moon hope to accomplish?"

"Ohgi said she hates it."

"Why? Is it her weakness?" Lelouch shook his head. "No, she attacked us in broad daylight. Did Nightmare Moon say why? And how did Ohgi find this out?"

"Ohgi was the one that negotiated the surrender," said Minami. "Nightmare Moon brought your cloak and mask and claimed you were dead. That was before Kallen told us you survived."

"You haven't answered why Nightmare Moon is obscuring the sun."

"According to Ohgi, Nightmare Moon hates the sun and loves the night."

"That bitch is disrupting our entire society for her warped sense of esthetics?!"

"It's also a great way to keep people in line," said Kallen.

"What's that suppose to mean?"

"Some of the earth ponies in the farming districts revolted and Nightmare Moon froze everything."

"Excuse me," said Lelouch, "did you say 'earth' ponies?"

"That's what Nightmare Moon calls the mundane types."

"So, the pony races have proper names?"

"Winged types are called pegasi or pegasus in the singular, and horn types are called unicorns."

"Oh, okay. So, how did Nightmare Moon create this blizzard?"

"I don't know. The place got so cold, the ground froze up. It was like being in the arctic tundra."

"Zero, it's not safe for you outside," said Minami.

"No! I have to know more. How much area was affected? What was the temperature? How long did it take for the temperature to low..." The world spun around Lelouch, and he fell to his knees. Kallen and Minami ran to his side.

"Zero, please come back inside," Kallen begged.

"But I can't lie down and accept Nightmare Moon's control over us."

"You think I like being under the thumb of the bitch that killed my mother? Do you think you're the only one that doesn't want to be ruled? I feel the same as you, which is why we can't risk letting you hurt yourself. Zero, when you're regained your strength, we'll take you anywhere you want to go, but please wait until you make a full recovery."

"You're right," Lelouch apologized. "I'll go back inside." Kallen slid a wing beneath Lelouch's chest while Minami used telekinesis and helped Lelouch on his hooves and led him back to his hiding place.

"Look, I have to run to the market and pick up some hay," said Kallen. "Zero hasn't eaten anything that didn't run through an IV for a while." Kallen slipped out of her cloak and letting it hit the ground.

Lelouch hastily averted his gaze. "Kallen, why are you...undressing?"

"Nightmare Moon doesn't want her subjects hiding their beautiful new bodies under clothes." Kallen sounded out each syllable with all of the contempt that was inhumanly possible. "Her night guard arrests anypony...UGH...anyone," she corrected herself, "wearing clothing."

"And what other changes did Nightmare Moon make in my absence?" Lelouch asked. "Well?" He grew impatient waiting for Minami and Kallen.

"She renamed Tokyo New Canterlot and made it the capital of the Empire of the Night as she called it."

"I heard enough," said Lelouch. "I'll see it for myself, and the first place we're going is a hair salon."

"A what?!" Both Kallen and Minami said while staring slack-jawed at Lelouch.

* * *

><p>Three months after the last sunrise<p>

A unicorn mare finished straightening up her mane and coat salon and was ready to call it a night. Her horn lit up as the lights in her shop dimmed. She was about to lock the door when it was opened telekinetically and a wagon covered with hay backed into the doorway.

"Hey!" The mare protested. "I'm not staying open for you just because you blocked the way out." She turned around and was about to mule-kick the wagon when she was levitated off the ground and was turned back around facing the wagon. A pony, partially obscured by the darkness, rose from the hay pile.

"Minase Mutsuki, it's been a long time." Lelouch addressed the unicorn mare.

"Zero! But you can't be...you're just somepony pretending to be him!" Minase panicked.

"You were assigned to Katsuragi's platoon just after I demoted the previous platoon commander for insubordination."

"You were such an exemplary Black Knight," said Lelouch, "I made you Katsuragi's second-in-command a week before Nightmare Moon took over."

"That wasn't the real me," Mutsuki cried as she pointed to her cutie mark, a pair of scissors and a bottle of hair dye. "This is. This means I belong here. Go bother somepony else!"

"So you'd surrender your free will to Nightmare Moon because of some brand? Don't tell me the Minase Mutsuki I know would be so submissive that..."

"Go away! Please, just go away! I just want to get on with my life!" Mutsuki pleaded. "Why did you have to come back?"

"It should be obvious. The Japanese people are being oppressed. I stood against Britannia, and this new enemy is no different."

"You're insane! Of course it's different. Nightmare Moon is a goddess. This isn't like fighting Britannia. They never made the sun disappear. And they never turned humans into ponies. Nightmare Moon has. To go against her is suicide. Now leave before they find you."

"You coward!" Kallen flew over the wagon and into the salon. "Zero nearly died trying to save the Japanese, and you turned against him to save your sorry, good-for-nothing ass."

"Kōzuki! That's enough!" Lelouch said sternly. "I'll deal with Mutsuki. Wait outside." Lelouch then said to the unicorn mane stylist, "she does have a point. The Black Knights and I made sacrifices on the behalf of all Japanese." Lelouch pointed to his eye patch.

"I'm sorry you lost your eye, but that doesn't mean we should throw our lives away fighting a goddess."

"Mutsuki, look at me. Please, fulfill your leader's final command." Lelouch peeled away the eye patch. It only took a slight glance for Mutsuki to be under the sway of Geass. "Teach me how to change my mane and coat color as well as my hind quarter symbol. Then you can forget that we were ever here."

"I'll teach you as much as you want to know."

* * *

><p>Lelouch's once regalia coat was now smoky gray. His cutie mark changed from the black king chess piece to a fluffy white pillow. It was Kallen's idea since Lelouch had a habit of sleeping in class back in the old days. It wasn't how Lelouch liked to be remembered, but it was preferable to the alternative. Lelouch, kept his original mane color, but styled the bangs over his Geass eye. He and Kallen trotted along the streets of the Tokyo Settlement. They were pulling the hay cart back to their safe house. Lelouch noticed out of the corner of his eye a shopkeeper arguing with some of his customers. Behind him was a sign that read "Sorry, we're closed" in Japanese.<p>

"There seems to be a lot of upset people around lately," said Lelouch.

"There's no day or night cycle," Kallen replied. "No one's on a set schedule anymore. Shops open and close whenever the owner feels like it. Employees come in when they need money. I heard the new thing now is to pay workers by the amount they produce or the customers they serve, though I don't see why. Wind-up clocks still work."

"But they wind down eventually. Without the sun to give a definite noontime, there is no reference point to set the clock by. It's as if time has loss all meaning. And you say the winged types...pegasi...couldn't penetrate the canopy?"

"I tried but it felt like I hit a wall face first."

"At least she's rebuilding Tokyo," said Lelouch as they passed by a construction site. The unicorn construction workers were piling rumbling into carts pulled by earth ponies.

"If that's what you want to call it," Kallen said spitefully.

"And what does that mean?"

"I have to show you." Kallen veered to the right with Lelouch following suit unto an adjacent street. They went about five blocks when the scenery changed from modern buildings in disrepair to what looked like something out of a medieval fairy tale. The new buildings were white marble and topped with pointed domes. The doors and windows were all arched. "I think that's why she picked Tokyo as her capital-the Britannians did most of the work demolishing the old buildings. All she has to do is rebuild everything to her liking, and this is going all over Tokyo."

"Let's go," said Lelouch. "I grow weary at looking these eyesores." About halfway back to where they started, Lelouch began questioning Kallen again. "So, what happened to the rest of my lieutenants?"

"Ohgi's been reduced to Nightmare Moon's gopher boy, but he hasn't done anything to rat us out. Diethard's a different story altogether. He turned on us at the drop of a hat," Kallen said with more contempt in her voice. "He took one of those stupid pony names for himself-Newsie News or something like that. Last I heard Diethard was getting his old television station back running for his 'empress'. That's why we're been hiding out in the old safe houses we used back when my brother was leader. Only the founding members of the Black Knights can be trusted these days."

"And what about Tohdoh and the remaining Holy Swords?"

"Somewhere in hiding. Where? We don't know-probably in one of the old Japanese Liberation Front hidden compounds." Lelouch looked around for anypony that was looking. Young colts and fillies were parading along the intersecting street in a single-file while singing. Whatever it was, Lelouch couldn't quite make out the lyrics. He quickly dismissed it and continued keeping watch for prying eyes. When the children passed by, Lelouch and Kallen ducked into a dilapidated building. Lelouch telekinetically slid a fake wall opened and deposit the cart behind it.

"And Rakshata?"

"Living in the Tokyo Settlement near Ashford Academy. She's more or less neutral."

"There's been a change in today's schedule. We're seeing her before going to the pillars." Lelouch and Kallen snuck out of the building into a back alley and headed for the Tokyo Settlement. They got about two blocks when they ran into the same group of foals that were traveling in single file early. This time, they were close enough to hear them singing.

_Napu gebay Napu gebay_

_Mo'ree adara abo_

_Napu gebay Napu gebay_

_Mo'ree adara abo_

Lelouch then caught sight of an adult pegasus mare leading the parade of children. She glanced in their general direction with slanted, cyan orbs.

"Kallen, what's wrong with her eyes?" Lelouch asked. "Why do they look like those of a cat?"

"She's a full-fledge member of the Nightmare Moon cult," said Kallen. "I heard they have perfect night vision."

"But what is she doing with those children?

"Brainwashing no doubt."

"Wait right here." Lelouch began heading in the same direction as the children.

"What are you doing?" Kallen started to come along, but Lelouch held out his hoof.

"I said wait right here," said Lelouch before he disappeared around the corner.

* * *

><p>"That was a fun little trip wasn't it, my little ponies." The pegasus mare with the slanted eyes smiled at her classroom full of young fillies and colts, not a single one with a cutie mark on their blank flanks.<p>

"Yes, Ms. Chalkboard." The students said in unison.

Just then, Lelouch stepped inside.

"Excuse me for a moment, students." Ms. Chalkboard then addressed Lelouch. "Young colt, visitors are not permitted in class under orders from the Empress. If you have a sibling..."

Lelouch brushed away the hair from his left eye. "You don't see or hear me." Fortunately, Lelouch had the uninvited attention of the classroom.

"Yes sir," said the students and Ms. Chalkboard.

"So class, what was the name of the song I taught you?"

"Ms. Chalkboard..."

"You know better than to speak out of term, Fukao Hiroshi. Now raise your hoof." Hiroshi followed his teacher's instructions. "Yes, Fukao."

"It's _Napu Gebay_, Ms. Chalkboard."

"Now, what does 'Napu Gebay' means in Japanese."

Hiroshi took a moment to think. "It means 'winter wrap-up', Ms. Chalkboard."

"Very good, Fukao. You see, my little ponies, in Equestria, the land where our Empress Nightmare Moon came from, the ponies were responsible for taking care of nature. They made it snow or rain or make the sky clear or cloudy, and they changed the seasons."

Lelouch wanted to scream out how ridiculous of an idea it was when it occurred to him that, after being transformed into a pony and living in an eternal night, all thanks to Nightmare Moon, Ms. Chalkboard's claim may have some validity.

"And now Empress Moon wants us to do the same here. It'll be our job to take of our Empress' planet. Today class, we're learning what the rest of the words to _Napu Gebay_ means. But before we do that, I want to give one of your classmates a special reward for being a good subject for our Empress. Oinuma Eksuko, come to the front of the class."

A young pegasus filly galloped eagerly to the front of the class. Ms. Chalkboard gave the little filly a blue ribbon with a crescent moon dangling on the end that she slipped over the child's neck and three stuffed pony dolls each representing the three pony races.

"Little Eksuko's parents were being bad. They were hiding history books. Eksuko did the right thing and told her teacher, and for being a loyal subject, we're taking her to Empress Moon to give her special eyes like mine and a brand new pony name."

"You turned in your parents for keeping books," Lelouch said in utter shock. "And you," Lelouch said to the teacher even though she was oblivious to his presence, "you were the ones who made her. Bastards! You brainwashed children and turned them against their parents?!"

"What's all that noise? "I thought I heard cursing." A unicorn stallion, also with slanted eyes, ducked his head in the room. "Hey! Who are..."

"Go drown yourself in the ocean."

"I'll do so right away." The next day, the body of Assistant Principal Alphabet Soup was found washed up on a beach near the town of Kimitsu.

"That's odd," Ms. Chalkboard whispered to herself. "Well, as I was saying children, when you see Eksuko will have special eyes and a new pony name *and* she'll be living in the dormitories next to the Empress' palace in New Canterlot Castle. It's very important that we make our world just like Equestria. All of the old things must go. There can't be books or pictures or statues from the bad old days, and those grown-ups who want things to go back to the bad old ways must be stopped. You remember how bad things were. Back when we were humans, Britannians bullied Japanese, and Japanese got back at Britannians by killing them. You don't want to go back to being human and living the way we used to live, right my little ponies."

"No ma'am."

"If you have little brothers and sisters too young to remember being human, it'll be your job to make sure they never find out about the bad old days. And when you have children, it'll be your responsibility to make sure your children don't find out about the bad old days either."

"Stop trying to turn them against their own identity!" Lelouch cried out in vain. "Don't speak as if humans are only capable of violence! There's more to our existence than our misdeeds."

"What the hell are you doing?" Kallen barged into the classroom. "Are you trying to get yourself killed?"

"I thought I told you to stay put."

"You don't use that sort of language in my classroom, young mare," said Ms. Chalkboard. "And you certainly won't disrespect me in my own classroom. Now please leave or else I'll be forced to report you to the royal guard."

"I wasn't talking to you," said Kallen pointing to Lelouch. "I was talking to him."

"Aren't you too old for imaginary friends, young mare?"

"What are you talking about?" Kallen was yanked out of the room by Lelouch.

* * *

><p>A tired, dreary-eyed Rakshata came home to her apartment in the Tokyo Settlement. Her hoofsteps were heavy and forced as though she'd trotted a thousand miles. She aimlessly slung her saddlebag off her back and unto the floor. As she crept to her bedroom, a familiar electronic voice called out to her.<p>

"It's been too long, Rakshata."

"Zero, is that you?"

Lelouch and Kallen stepped out of the shadows. "Who else would it be?"

"You've gotten yourself a new look, Zero." Rakshata looked over Lelouch's new mask. All of the exposed areas were sewed up with additional fabric that completely covered his head. Even his horn was hidden from view. His tail was tucked in his trousers, which covered his legs all the way down to his hooves. His coat also kept his front legs covered as well. "I liked the previous outfit better. This one looks more like a hazmat suit."

"Save the fashion tips for later," said Kallen. "We're here on business."

"And what would that be?"

"The pillars that appeared the day Nightmare Moon took over-have you examined them?"

"Yes, and it wasn't easy either. If you only knew how hard it was to jury rig an electric generator to turn on hoof power," Rakshata grumbled as she sat her haunches on a pillow lying at the head of her coffee table. "I just completed my observations just last month." She then pointed to the other pillowed lining the coffee table. "You can sit down if you like."

"No, that won't be necessary."

"Suit yourself."

You didn't, by any chance, use your jury rigged generator to run a spectrometer?"

"Are you kidding me? The first measure that I took was a spectral reading."

"Was the spectral line at 32.59 megahertz?"

"As a matter of fact, yes."

"And was the percentages?"

"The pillars averaged 24.8% composition by mole fraction, plus or minus 0.3%."

"What are you two talking about?" Kallen said with a confused look on her face.

"A quarter of the matter composing the pillars is sakuradite," Lelouch answered.

"You mean to tell me that those things holding up the canopy are made of sakuradite."

"Along with inert material, probably extracted from the local strata," said Rakshata.

"And what of the canopy itself?"

"I wasn't able to perform spectral analysis on it since the cloud cover was too thick for light to penetrate. However, I talked a lab assistant into flying up to the canopy with a metal detector. Its magnetic properties were consistent with sakuradite."

"And did you get any readings from the ground surrounding the pillars."

"Once again, you guess right. There are veins of sakuradite radiating outward from the pillars and intertwined with the other pillars in a web formation."

"As I thought, the canopy funnels solar energy from the sun into the plants via the sakuradite network."

"Rakshata, could we bring down the canopy with a Gefjun Disturber?" Kallen asked.

Rakshata shook her head. "A Gefjun Disturber is powered by sakuradite, which is in short supply unless you happen to be Nightmare Moon. And I wouldn't recommend just grabbing a chunk from the pillars, not if you want to be incinerated by the power flow."

"What about the underground veins? It should be pretty diffused by the time it reaches the plants."

"If you want to sift through cubic meters of dirt for a few milligrams of partially refined sakuradite, be my guest, and in a few years, you might have enough to power a Gefjin Disturber strong enough to bring down one pillar."

"Then find another way to extract sakuradite from Nightmare Moon's solar power network."

Rakshata closed her eyes and glowered. "Are you serious?"

"Do I sound like I'm joking?"

"Do you know how many terawatts of raw power is flowing through those monstrosities?"

"That's for you to figure it. It's why I made you head of R & D."

Rakshata massaged the migraine pulsating just beneath her forehead. "Could you be any more demanding?" She groaned.

"Yes I can. There is one task you can do for us."

"And that is?"

"Diethard is trying to get Hi-TV back on the air. Help him get his old station running again."

"Oh I see," Rakshata smirked. "You think they'll tap the solar network to get things back running again and that I can grab a few handfuls of sakuradite in the process."

"That and...I want Hi-TV back on the airwaves."

"But Zero," Kallen asked, "but won't they just run Nightmare Moon propaganda. If anything, Rakshata should try sabotaging it."

"Hold on a second!" Rakshata objected. "I don't do espionage."

"And you won't," said Lelouch. "A mass media outlet is crucial to my plans. Diethard may intend to use Hi-TV to spread Nightmare Moon's lies, but the Black Knights will use it to our advantage instead."

"And what do you have in mind?" Rakshata asked.

"Yeah, what are you planning?" Kallen asked.

"You'll find out when the time comes."

* * *

><p>Special thanks to Pen Stroke for permitting me to use his idea of giving Nightmare Moon eyes to the members of the Nightmare Moon cult.<p> 


	10. Chapter 10: AJ & The Unwanted Farmhoof

Rebel Against the Night

By

CrossoverManiac

Code Geass is owned by Sunrise, Inc. My Little Pony: Friendship is Magic is owned by Hasbro and created by Lauren Faust. This is a fan-based work not intended for commercial purposes. Character thoughts are _italics_.

* * *

><p>Chapter 10: Applejack and the Unwanted Farmhoof<p>

Two weeks ago

Everything happened so fast. One moment, Suzaku was pushing the Emperor out of the tempest that threatened to suck him into the vortex only to be drawn into it himself, and in the next, he was inside the ruins of what was once a castle. The stone pillars were being eaten away by time. Its teeth left huge cracks along the surface and chucks torn off by an eon of neglect. Spider webbing blanketed much of the chamber. Suzaku turned around and saw a stage and a window that stretched to the top of the two-story tall ceiling behind it. Between him and the stage were fragments of two shattered statues. He could tell by the two piles of rumble and what was left of the main bodies that the statues were off a mare and a colt.

"Is anyone here?" Suzaku called out. The only reply was a faint echo. "Your majesty! Rolo! Sir Anya! Anyone!" Still, the only answer was the echo of his voice.

A stairway lining the exterior wall of the castle zigzagged downward to the ground below where other dilapidated buildings were left to crumble. A path leading to a suspension bridge ran across a gorge with a trail on the other side. Immediately, Suzaku knew this couldn't be a part of the ruins to Kamine Island. In fact, this wasn't Kamine Island at all. There was no way he could have overlooked a chasm of that size. The species of flora belonged in a woodland forest, not a tropical island. Suzaku stared at the trail for a moment and then back at the surrounding. His only hope to find civilization was to travel down the path laid before him. Unbeknown to Suzaku, as he began his search for civilization, the stone fragments of the mare and colt were changing form from hard granite to flesh and fur.

* * *

><p>"Hello," said the stallion, "my name is Suzaku."<p>

"Cover ya mouth before ya git somepony sick," Applejack said while cuffing her face.

"He warnt sneezin' sis," said Big McIntosh. "That's his name." He then said to Suzaku, "this here is mah other younger sister."

"So you're Applejack," Suzaku said as he extended a hoof to her. "Big McIntosh told me all about you."

Applejack glared at Suzaku with raised brow. "Oh he did, did he?" She then glared at her brother who then took a step back. "Well, I don't appreciate'em talkin' ta strange ponies 'bout me."

"He didn't tell me any intimate details, if that's what you're worried about."

"But ya said he told ya ever'thing."

Suzaku looked away and scratched his head nervously. "Maybe I exaggerat..."

"And wut sorta high-falootin pony name is Sooh-zah-koo?!"

"Sis, quit bein rude ta the farm hoof. He came here ta work not ta git the third degree."

"And why do we have a farm hoof anyhows?!" Applejack stared down her elder brother.

"That was Granny Smith's idea."

"You mean our Granny Smith-the very Granny Smith that taught us ta stand on our four hooves?"

"Eeyup."

"We'll see 'bout that!" Applejack galloped back to the house. Granny Smith, who was taking an afternoon nap on the couch, was stirred from her sleep when Applejack slammed the door.

"Applebloom, how many times do I hafta tell ya not ta make a ruckus inside," Granny Smith yelled. To her shock, the pony causing the racket wasn't her youngest granddaughter, but rather, her older sister. "Applejack! Ya too old for that nonsense!"

"Granny Smith, Imma sorry for wakin' ya, but I needa talk ta ya about that there farm hoof."

"He ain't goofin off on the job he is?" Granny Smith crept to the window as fast as her worn legs could move and took a peep outside. At the far corner of Sweet Apple Acres was Suzaku bucking apples. "How come yer lyin' bout Suzaku goofin' off?"

"I didn't say he was, Granny Smith."

"Then don't wake me up from mah nap!" Granny Smith slowly crept back to the couch.

"Granny Smith, ya taught us the Apple family didn't need no help from anypony."

"Did ya learn that from me, Applejack?"

"Yes ma'am, I did."

"Well unlearn it!" With that, Granny Smith laid back on the couch.

Applejack was about to tap Granny Smith on the shoulder when her elder brother walked in. "There's no need ta be disturbin' Granny Smith again. I can explain ever'thing, sis."

"Well, please do, Big McIntosh," Applejack said condescendingly.

"Not here. I don't wanna git Granny all riled up." Big McIntosh gestured to Applejack to follow him outside.

"Yer darn tootin' y'all don't," said Granny Smith in a groggy voice. The two Apple siblings took that as a not-so-subtle hint to hold their conversation outside.

"Now, how 'bout that there explanation." Applejack demanded.

"Bout two weeks ago, there were these weird lights in the sky o'er Canterlot. Our cows got all spooked and ran off. I tried talkin'em into comin' back, but they just plume refused. Said they wanted ta move south where they'd feel safer. We had all that there grazin' land but no cows wanted ta eat our grass. And no cows means no milk ta sell on the market. So, Granny Smith decided ta plant more apples trees and ta double up on the apple cider next year to make up for the loss income."

"And what does all that has to do with him?" Applejack pointed to Suzaku who then waved back at them.

"I hafta plant the new trees and that won't leave me any time ta help ya apple buck."

"Ya mean for me ta work with that sneezy pony."

"Eeyup."

"Nope!" Applejack mocked. "I'll do it mahself."

"Like ya did last time." Big McIntosh reminded Applejack of her disastrous attempt to do all of the farm work all on her.

"That's different. I was caught unprepared."

"Well Suzaku's here ta make sure that don't happen anymore."

"Well what makes ya so sure Sneezy can do the work?"

"I've seen'em with my own eyes and he's a good worker, and his name's Suzaku."

"We'll see 'bout that." Applejack galloped over to Suzaku.

Big McIntosh just shook his head and followed. "Whadda ya up ta now?"

"Hey!" Applejack called out to Suzaku. "I wanna talk ta ya."

Suzaku stopped in the middle of his apple bucking. "Sure, what is it?"

"Before anypony works on Sweet Apple Acres, he's gotta know his stuff. We have a little test that ever'pony that ever worked on our farm has ta go thru to prove if they're ready ta go apple buckin'."

"Where are we going, Applejack?"

"Imma takin' ya ta meet Big Bertha."

"Sis, not that." Big McIntosh objected.

"Anypony workin' our farm has ta be up the task." Applejack led Suzaku to a twisted old apple tree. Its truck was as least three times as thick as any of the other trees in the orchid and covered in hard knots.

"This here's Big Bertha. She's the first apple tree that our family planted, and as ya kin see, she didn't quite come out so well. I figure a grown pony like yerself oughta be able ta knock the apples offa Big Berta in three bucks. Me 'n Big McIntosh can buck Big Bertha in two bucks, but Idda lit ya do it in three. I ain't askin' anymore from ya than I would ask from any of mah kin. Now, if ya ain't feelin' up to it," Applejack grinned, "I'd understand."

"I think I can handle it," said Suzaku. He turned around and bucked Big Bertha, but the only thing to fall from the tree was a few leaves that gently floated down. Suzaku bucked the tree again but with the same disappointing results as before.

"That's two bucks," Applejack said with glee. "Ya git one more."

"That ain't fair and ya know it!" Big McIntosh said in a raised voice.

"I told'em he had ta give Big Bertha three good licks."

"Suzaku didn't know how hard it is to buck apples offa Big Bertha."

"Well, he oughta know if he's a fixin' work here as a farm hoof."

"It's alright, Big McIntosh," said Suzaku. "If that's what it takes to gain Applejack's trust..." Suzaku trotted off and gave himself a running head start.

"Ya gonna needa go furthur than that if yer tryin' to buck Big Bertha in one shot," Applejack gloated. "Tho' it's only fair to warn ya even Big McIntosh..."

All Applejack could see was a blur as Suzaku zipped past her. He then leaped to the very top of Big Bertha's trunk, spun around in mid-air, and landed a rear hoof at the base of Big Bertha's branches. The momentum catapulted Suzaku another ten feet into the air. He did several backflips on the way down before landing gracefully on all four legs. The whiplash from Suzaku's kick jolted the branches violently causing all of Big Bertha's apples to fall to the ground. Both Big McIntosh and Applejack stared slack-jawed.

"I hope this settles any doubts you may have concerning my abilities to..." Suzaku was saying before Applejack stormed off in the other direction. "Is there something wrong?"

"Not at t'all," Applejack grunted. "Ya wun fair 'n square. Now if ya excuse me, I got mah own chores that needs tendin' to."

"I won?! What is she talking about?" Suzaku asked.

"Don't pay her no mind," said Big McIntosh. "She just got herself a batcha sour apples."

"Should I work overtime before the rest of the harvest goes bad?"

"I warnt bein' literal, Suzaku."

* * *

><p>"...and then Sneezy did sum fancy smacy city slicker apple buckin' that even I haven't laid eyes on." Applejack spent part of the afternoon at the Ponyville Library voicing her frustration at the attentive ears of Twilight Sparkle.<p>

"I didn't know 'city slickers' bucked apples let alone had some fancy way of doing it," said Twilight Sparkle.

"Very funny, Twi. All I knows is that new pony put the grasshoppers ta shame and nailed Big Bertha in the right spot and showed me up."

"Didn't you write a letter to the princess telling her you learned your lesson about being too proud to ask for help?"

"Twi, it ain't the same. I'd come ta ya in a heartbeat for help, but that's 'cause I consider ya part of our family. But Sneezy- he ain't no kin ta me either by blood or by friendship. I couldn't believe my ears when Big McIntosh told me we'd let a strange pony on our farm doin' our work for us."

"I'm shocked you'd feel that way about the pony that saved your little sister's life."

"What in tarnation are ya talkin' about, Twilight Sparkle?"

"Big McIntosh didn't tell you? Suzaku saved Applebloom, Scootaloo, and Sweetie Belle."

"Are ya sayin' Applebloom and her lit'friends were doin' sum'thum cutie mark crusader related and got themselves in trouble and Sneezy had ta save'em?"

"I don't know the whole story. You have to ask Applebloom about that and don't you think it's a little rude to call the pony that saved your little sister 'Sneezy'?"

Applejack looked down and sighed. "Yeah, I know it's kinda rude of me, but this smell fishier than a barrel fulla Fluttershy's ferret treats. Why wont'cha trush mah judgment."

"Because you won't give Suzaku a chance," Twilight argued. Applejack rolled her eyes and moaned. "Before you write Suzaku off, just wait here until Cheerilee dismisses class for today and talk to the Cutie Mark Crusaders. I'm sure Suzaku won't seem so suspicious if you heard their side of the story."

"Well don't have yer heart set on that happenin'. It'll take alotta convincin' before I trust sum strange pony."

* * *

><p>"Class dismissed. I'll see you bright and early tomorrow," said Cheerilee. The room was alive with the sounds of hooves clopping against the wooden floor as little colts and fillies rushed out the door except for three blank flank fillies. Cheerilee bit into three folders and began placing them on their desk when there was a knock at the door.<p>

"Who is it?" Cheerilee asked.

"It's jist me, Ms. Cheerilee," said Applejack.

"Oh hi, sis," said Applebloom said nervously while looking away. "Ya back from yer trip ta Peach Melba's already?"

"Yeah," said Applejack. "Mind me talkin' ta mah little sis for a bit."

"Is it about their detention?" Cheerilee asked. "I gave them two weeks for wandering into the Everfree Forest."

Applejack face-hoofed. "Let me guess: y'all were lookin' ta git yer cutie mark."

Applebloom looked down. "Yes Big Sis, but Granny Smith gave me a hoofin on my flank for it already," said Applebloom. "So please don't punish me no more."

"Don't fret o'er it, Applebloom. Tat's all water under the bridge. I was just wonderin' 'bout that new farm hoof Granny Smith hired."

"Oh you mean Suzaku?"

"Yeah, I mean him. Twi was just telling me that y'all were in a whole mess of trouble and he hadda rescue y'all."

"We done got our punishment for bein' out in the Everfree Forest, Sis. Please don't go addin' to it."

"I done told ya it's all in the past. I just wanna know the whole story about how y'all met Soo-sah-koo. That's all."

"Well, it started when Cheerilee let us outta class earlier on account of it bein' a teacher work day, though I was reckonin' ever'day we had school was a teacher's work day."

* * *

><p>Flashback<p>

"Why do we have to go to the Everfree Forest to be Cutie Mark Trailblazers?" Sweetie Belle cried. She, Applebloom, and Scootaloo trekked through the dense, heavily shaded Everfree Forest. "Rarity will kill me if she finds out."

"I already told yawhy," said Applebloom. "We can't be trailblazers if we jist go where sumpony else has already been."

"This is so boring," said Scootaloo. "If we did like I suggested, we would have our cutie marks by now."

"Quit talkin' like Rainbow Dash is the Cutie Mark Fairy."

"I didn't say she was, stupid." Scootaloo got in Applebloom's face. Appleboom wouldn't back down and pressed her face against Scootaloo's.

"Then don't talk like she is."

"Applebloom!" Sweetie Belle said while tapping her on the side.

"Butt out, Sweetie Belle."

"Timber wolves!"

"Wha?!"

"Shhh! Just listen." Applebloom and Scootaloo kept an ear open. The once faint howling was growing in intensity.

"You told us timber wolves don't come this close to Ponyville except during Zap Apple Season," said Scootaloo.

Then something with a light-brown, almost gold-colored fur covered in rags flashed out of the corner of Sweetie Belle's eye. "I saw something, but I think it's somepony." Sweetie Belle pointed to the spot where the thing crossed the trail. Then, one by one, a pack of timber wolves ran by. All three of the Cutie Mark Crusaders gasped in terror.

"Maybe we oughta skedaddle back ta Ponyville," said Applebloom. It was then the last timber wolf in the pack stopped and glanced back at the Cutie Mark Crusaders. Its eyes glowed red as its tongue scraped across its wooden fangs. It then tilted its head and howled. The rustling of foliage grew louder.

"Get the hay out of here!" Scootaloo yelled. She began running back to Ponyville. "What are you waiting for? RUN!" Applebloom and Sweetie Belle snapped out of their shock-induced haze and ran for dear life with Scootaloo taking the lead and Sweetie Belle trailing behind the others.

The timber wolf that spotted the three fillies got into a pouncing stance and waited until the rest of the pack arrived. All it took was a silent cue to signal to the others that easier prey was in the direction that he had fixed his gaze upon. The pack began their pursuit.

The Cutie Mark Crusaders ran as fast as their short, stubby legs could move, but it was only delaying the inevitable. The timber wolves were closing the distance and would soon overtake the three.

"We're goin' die! We're goin' die! We're goin' die!" Applebloom cried.

Just the lead timber wolf was about take a bite out of Sweetie Belle, something tackled it. The Cutie Mark Crusaders stopped and saw a stallion with a gold coat of fur, a messy brown mane, and a scraggly old cloak. He was staring down the lead timber wolf, which was the biggest wolf in the pack. The lead timber wolf growled and snapped at the stallion, but this pony wouldn't back down even though his opponent was twice his size. Then the timber wolf lunged at the stallion who, in one fluid motion, did an about face and back-kicked the timber wolf. The crunching sound of wood was from the crack that ran from the top of its head down to the base of its skull. Two of the braver timber wolves jumped in to save their pack leader. The stallion leaped out of the way and, while still in mid-air, stomped the two timber wolves snapping their spines. Another one leaped from a nearby rock attempting to pounce on the stallion. However, the stallion fell on his back and catapulted the timber wolf into a tree smashing it into pieces. The remaining two timber wolves inched away. It was then the stallion, much to his shock, witnessed the shattered pieces of wood coming back together.

While the rest of the pack waited for their fallen comrades to pull themselves back together, the stallion tossed Applebloom, Sweetie Belle, and Scootaloo on his back. The Cutie Mark Crusaders held onto the fleet-hoofed stallion. He was running rather fast for a pony carrying three fillies on his back but was heading in the wrong direction.

Applebloom hastily tapped the stallion on the neck. He glanced back just long enough to see Applebloom pointing towards Ponyville. The stallion changed course.

* * *

><p>About fifteen minutes later, the four ponies found their way back to Ponyville's one-room schoolhouse. There, waiting for the Cutie Mark Crusaders were Cheerilee, Diamond Tiara, and Silver Spoon.<p>

"You see, Ms. Cheerilee," said Diamond Tiara with a malicious smirk across her lips, "I told you the blank flanks sneaked off to the Everfree Forest."

"I can handle this from here, Ms. Tiara." Ms. Cheerilee said sternly. "You and Silver Spoon can go back home now." The two bully fillies deliberately walked away slowly while looking back and forth hoping to catch a glimpse of the Cutie Mark Crusaders getting the third degree from their teacher.

"Applebloom, Scootaloo, and Sweetie Belle, do you know just how worried we were?" Applebloom was about to say something when Cheerilee interrupted. "Not another word-I was about to go to Mayor Mare and ask for a search party. You're lucky the timber wolves didn't track you down and gobble you up."

"But they did track us down, Ms. Cheerilee," Sweetie Belle blurted when Applebloom and Scootaloo held their hoof over her mouth.

Cheerilee facehoofed. "Dear Celestia, I can't believe it. How did you three manage to *not* get eaten?"

"It was this nice stallion that saved us," said Sweetie Belle pointing to the stallion that rescued them.

Applebloom leaped up and down as she told her teacher about her adventure in the Everfree Forest. "It was awesome Ms. Cheerilee! That there new pony kicked a timber wolf's head slap off! And then he whupped two more of them timber wolves into toothpicks and then..."

"Applebloom! I heard enough of your tall tales!" Cheerilee trotted over to the stallion and smiled. "Thank you, kind sir, for saving my students. I don't think I could have lived with myself if something happened to them." The stallion stared at Cheerilee with a bewildered look on his face. "Is there something wrong?"

"Ha moushiwake ari mase n ga, nani o it te iru o rikai shi te i nai desu ka?" The stallion said.

"Oh dear," said Cheerilee. The stallion then said something else. Though she couldn't understand the words, Cheerilee could tell it was in a different foreign language from the first.

"The blank flank's hero is talking jibberish," Diamond Tiara laughed.

Silver Spoon joined in on the teasing. "Blah be be wah be be boo." The two of them laughed at each other's bullying.

"If you two are not home in five seconds, you'll keep them company in detention!" Cheerilee yelled. The two bullies made a hasty retreat. Cheerilee then looked back at the stallion and sighed. "I hope that was zebra." Cheerilee took a deep breath. "How did Zecora say 'hello' in her language? Oh, now I remember. Jambo! Unasema punda?"

"Whacha doin' Ms. Cheerilee?" Applebloom asked.

"If he can speak zebra, we can get Zecora to translate for us."

"Watashi ha mada nani o it te iru rikai shi te i mase n," said the stallion.

"Is that zebra talk, Ms. Cheerilee?"

"I should be so lucky, Sweetie Belle. Could one of you go the library and ask Twilight if she knows a translation spell?"

"I'll go, Ms. Cheerilee," said Scootaloo.

"Look," Ms. Cheerilee said to the stallion, "I know you don't understand me, but please wait here." She then pointed back and forth between the stallion and her mouth. "We're getting somepony that can help you understand us."

The stallion gasped and looked away. "Anata ha watashi anata ni kisu o shi tai? Hotondo shit te, watashi no jinsei de tokubetsu na dare ka desu." There was a bashful look on the stallion's face.

"Oh dear, I think that came out all wrong."

Five minutes later, Scootaloo escorted Twilight Sparkle to the strange new pony. The purple unicorn mare wore a saddle bag stuffed with a rather large book that barely fit inside.

"Cheerilee, Scootaloo said there was some new pony who didn't speak Ponglish. Can you tell me what the hay is going on?"

Applebloom energetically trotted up to Twilight. "That pony yonder," she said pointing to the gold-colored stallion, "save us from a pack of timber wolves. He was karate choppin' em and splittin' heads right in half."

"Applebloom!" Cheerilee snapped. "That's enough out of you. You're in enough trouble as it is. You three wouldn't need saving if you weren't in the Everfree Forest."

"In the Everfree Forest!" Rarity was tagging behind Twilight and Scootaloo when Applebloom was regaling everypony with her adventure. "Sweetie Belle, you'll be in such trouble when mother and father hear of this."

"But Sis," Sweetie Belle whined. "We were just going in there just a little bit."

"Don't you dare make excuses, young mare. And what's this talk about a pack of timber wolves. I'm afraid I was a bit too far away to hear everything Applebloom said."

Cheerilee pointed to the new pony. "He saved the Cutie Mark Crusaders from a pack of timber wolves."

"A pack of timber wolves!" Rarity then turned to Sweetie Belle. "You are most *definitely* in trouble." She then trotted to the new pony. "I would like to thank you for my saving my bothersome little sister." Rarity glanced back at Sweetie Belle when she said 'bothersome little sister'. "Is there anything I can do to make it up to you? I know the perfect spring wear that would suit your coat, though you could use a mane cut."

"Um...Ms. Rarity," said Cheerilee, "he doesn't understand a word you're saying."

"What do you mean?"

"Konnichiha , watashi no namae ha kururu ki suzaku desu . Nihongo o hanasu koto o oshie te kudasai . Watashi ha watashi no ibasho o shit te i masu. Kono basho ha kanou na koto ga deki nai nippon de."

"Oh dear," said Rarity. "He doesn't speak Ponglish does he?" Cheerilee shook her head. "That could be a problem. Twilight darling, you wouldn't by any chance know a translation spell."

"Way ahead of you Rarity," said Twilight. She had already taken out the book and flipped through its dusty pages until she came across the translation spell. "According to this, my knowledge of Ponglish will pass over from me to him, and we can understand each other. Though there is one catch-the spell is...debilitating."

"In what way?"

"It doesn't specify, but it recommends 1 to 3 days of bed rest for both the caster and the receiver."

"It's not dangerous is it?" Rarity asked.

"The spells in this book are benign. It wouldn't be on the shelves if there were dangerous spells. Give me a moment to study it just to be on the safe side."

"What's so strange is that, even though ponies do have different local languages, all ponies speak the language of the realm," said Cheerilee. "Why he wasn't taught Ponglish is beyond me."

"It is odd, isn't it," said Rarity.

"You can ask him yourself," said Twilight as she closed the book. "Here goes nothing." She pointed her horn at the stallion and emitted a ray of purple energy from it. Then both of them fell to their knees. The world spun around Twilight like a top while a migraine drilled into Twilight's head. The side effects of the spell also affected the stallion. Twilight spewed out the undigested hay sandwich she had for lunch that day. The stallion followed suit and vomited as well.

* * *

><p>The stallion was stirred from his sleep by several ponies congregating together in a dimly lit room. He rose up and then noticed, when the covers were thrown over him, that he was in some pony's bedroom.<p>

"Oh, you're awake." It was the unicorn with the purple mane and pink highlights that had shot the beam of light at him. She held her forehead and moaned.

"Twilight dear, I knew you were overexerting yourself," said the white unicorn mare.

"No, I'll be okay. Just give the headache medicine a little more time to kick in."

Also, in the room were also the three young fillies that he saved, the two adult mares that were with the fillies and unicorn from earlier, and a few others. The others were all mares except for one rather large, muscularly built earth pony stallion with a red coat and dingy orange mane and what looked like a miniature purple dinosaur. There were two pegasi mares, one with a pink mane and yellow coat of fur and the other with a rainbow-striped mane and cyan coat. The last two were earth ponies-one with a bright pink mane and light pink coat and the other had a gray-white mane and a beige coat. Wait! How did he know the proper names for the three pony races? How did he know that the actual term for the mundane, horned, and winged types were earth ponies, unicorns, and pegasi? Never mind that! He could now understand their language.

"Anata no debaisu o ima rikai suru koto ga deki masu . Shikashi , naze desu ka?"

"Uh oh!" The pink earth pony said. "I think your spell conked out."

"It's okay," said the purple unicorn. "The book warned about this." She then spoke to the stallion. "Don't speak your language. Try to speak ours. The knowledge should be in your head."

She was right. There was a cascade of strange words that matched up with his native Japanese and the English he picked up during the occupation, and he could somehow understand them.

"Oooh...bean...like...this," he said slowly. "You mean like this?"

"Oh yes, it worked." The purple unicorn lifted her head too fast. The migraine forced her to put her head back down again.

"What happened to me? How is it I can speak your language? And where am I?" The stallion asked.

"I cast a translation spell on you. The headache is just a side effect, which probably explains why everypony is taught Ponglish in school instead of just casting translation spells." Twilight rubbed her forehead as though being reminded of the spell was enough to cause another migraine. "And you're in Ponyville." The purple unicorn held her forehead on her hoof.

"Ponyville?!"

"It's a farming town that's about a few hours away from Canterlot by train."

"And where is Canterlot? Is it a part of the Chinese Federation?"

"I don't know anything about a 'Chinese Federation'. This is Equestria, and Canterlot is the capital city. Everypony knows that."

"Ponglish, that's the name of your language, right?"

Twilight nodded. "It is, but I have any idea why nopony taught it to you. You could tell me why? Where did you come from?"

"Japan."

"Is Japan a country or city?"

"A country."

"And they don't teach ponies how to speak Ponglish in Japan?"

"Twilight! There's no need to interrogate the poor thing," said the white unicorn. "My name is Rarity, and what is yours?"

"It's Kururugi Suzaku."

"My, that is a mouth full. I think I'll shorten it to Suzaku."

"But I don't know you that well," said Suzaku with a bit of panic in his voice.

"Nonsense, of course you do. The unicorn filly you rescued from those horrible timber wolves happens to be my younger sister Sweetie Belle. Now thank Suzaku for saving you," Rarity told Sweetie Belle.

"Thank you Mr. Suzaku," said Sweetie Belle.

"You're welcome. Timber wolves-is that what you call those things that attacked your sister."

Rarity nodded. "They usually don't venture so close to town."

"Were there any other animals affected by the transformation?"

"What are you talking about?"

"Wolves are made of flesh, not wood," said Suzaku.

"Some wolves are," said Twilight, "at least the ones here. If you think they were altered by some transformation spell, you would be mistaken. They've been in the Everfree Forest since Ponyville was founded."

"How long ago was that?"

"Over a century ago by earth ponies," said Twilight Sparkle.

"Wait! Did you say this town was founded...by ponies."

"Well, yeah, I mean, it's called Ponyville for a reason."

The reality of the situation was coming for an unsettling conclusion. The portal opened up by the hybrid pony, a.k.a. alicorn, took him to an alien world. He was no longer on Earth. These beings were born ponies, not human. Suzaku didn't want to believe it. It could possibly mean not going back home to his friends and Euphie.

"Suzaku, could you take a look at this?" Rarity levitated a sketch of a polo shirt and matching vest. "A purple pullover and white vest would go so nicely with your coat, don't you think?"

"What do you mean?"

"It's my way of saying 'thank you' for saving my sister."

"You don't owe me anything, Miss Rarity."

"Of course I do."

"What I'm wearing will suffice..." Suzaku stopped to look under the sheets and pulled them up to his neck when he realized that he was completely naked. "What happened to my clothes?"

"Oh those raggedy things-I threw them away."

"But you shouldn't have left me with nothing to wear."

"But why?"

Suzaku wanted to scold them for throwing away his clothes, but, for whatever reason, these ponies did not appear to have any sort of modesty. In fact, none of the clothes in the pictures Rarity show him covered anything from the waist down, which missed the point wearing clothes in the first place. Apparently, public nudity isn't taboo in their culture.

"Kururugi Suzaku," said the mare with the beige coat and gray mane, "I'm Mayor Mare, and, on behalf of the citizens of Ponyville, I wish to commend you for placing your life in jeopardy to protect these three young fillies."

"You're welcome."

"I'm sure the rest of Ponyville feels the same. You averted a tragedy at a considerable risk to your own life, I might add." Upon hearing the part about Suzaku risking his life, Big McIntosh and Rarity gave Applebloom and Sweetie Belle a sour glance.

"Suzaku, I might be able to help you get back to your home country," Twilight offered. "I just happen to be the student of Celestia, our country's princess and I have access to the Canterlot Royal Library. If you're trying to find your way back to your country, there should be maps that can lead you back to your homeland, that is, if you want to go back?"

There was no question in Suzaku's mind-he wanted to go back to Japan and be at the side of the woman that was both his princess and his beloved. The safety and well-being of Euphemia was always in his thoughts. The thing that sent him to this world was still on the loose, though he didn't have any idea how he would stop it. But should he tell them the truth? Maybe this isn't an alien world. Maybe it's some country he's never heard of. He had to make absolutely sure.

"So, how long have you've been ponies?" The reaction to Suzaku's question was one of befuddlement and confusion.

"Is that a trick question?" Twilight asked. "I've been a pony since the day I was born. This wouldn't be some underhoofed way of asking what my age is?" Twilight pouted her lip.

"I'm sorry for prying into your personal business. I won't ask about your age again?" Suzaku lied. This confirmed his fears. He was stranded in an alien planet of some kind-most likely the same world that the 'hybrid' pony came from. "I know where my home country is. I left because...I wanted to see the rest of the world." Suzaku wasn't sure if he wanted to divulge the fact that he, unlike the others, wasn't born a pony.

"Oh, that's good to hear," Twilight smiled at Suzaku. "Well, you're welcome to stay in Ponyville and here in the library with Spike and me until you recover."

"Oh awesome!" Upon hearing the pet dinosaur talk, Suzaku scooted backwards until his back was against the headboard. "It'll be nice to have another guy around the library."

"You can talk?!"

"You ponies from Japan don't see many dragons do you." Suzaku answered Spike by shaking his head 'no'.

"You can teach Suzaku all about dragons later," said Twilight. "He needs his rest, and so do I." Twilight rubbed her aching head.

* * *

><p>End of Flashback<p>

"Cheerilee, Applebloom, I do appreciate the heads-up, but y'all haven't explained why Granny Smith hired a complete stranger ta work at Sweet Apple Acres."

"I can explain that," said Twilight Sparkle. "He said he didn't want to be a burden on me, and he picked up one of the flyers Big McIntosh posted all over Ponyville."

"And I bet he put a mighty strong guilt trip on Big McIntosh ta make'em hire him too."

"That ain't true Big Sis," Applebloom spoke up.

"Quiet Applebloom, grown ponies talkin'. You're in a heap of trouble already for wandering around the Everfree Forest."

"But she's right," said Twilight. "You said so yourself-Suzaku passed your apple bucking test. He's has the job because he earned it."

"You can't tell me Big McIntosh let some strange pony that popped out of the Everfree Forest work on the farm unless he was feelin' obligated ta do so." Applejack stared down at Applebloom. "Well?"

Applebloom backed away from Applejack. "Well, he did tell Suzaku he wanted ta help him in return for savin' me."

"Ya see. Sneezy done guilted Big McIntosh into it."

Twilight Sparkle stomped her hoof. "Applebloom said no such thing. In fact, Suzaku wouldn't accept anything in return for saving the Cutie Mark Crusaders. Look, I know the Apple family prides themselves on being self-reliant, but it's no excuse to make false accusations against a pony that's done nothing but help."

"Well...he...um...dontcha think it's mighty odd he came out of the Everfree Forest and how come nopony ever heard of Jah-pan."

"I thought after what happened with Zecora, you'd learn not to judge ponies different from you." Applejack was silenced by Twilight's rebuttal momentarily. "Well, what do you have to say for yourself?"

"I got chores that need tendin' ta," Applejack said before leaving abruptly.

* * *

><p>Applejack dropped by Sugar Cube Corner to deliver some apple cobbler she baked for Pinkie Pie who wanted to offer samples of Applejack's cooking to her customers. Pinkie Pie took a sniff of one of apple pastries and wolfed it all down.<p>

"The Cakes will love this, Applejack," said Pinkie Pie.

"Well, I'm sho' glad to hear that, Pinkie Pie. Just don't eat all the merchandise." Just then, Applejack noticed some white balls with a dark rectangular shape on the surface. "Now what in the hay is this fancy-lookin' food?" She asked while pointing to the white balls.

"Oh that?! That's onigiri. It's what the ponies in Suzaku's country eat. It's made with sticky rice rolled up in a ball. That black strip is supposed to be seaweed but we didn't have any, but then Suzaku said you can substitute the seaweed with cabbage. And there's a surprise inside. Guess what it is?"

Applejack rolled her eyes. "What is it, Pinkie Pie?"

"You're suppose to guess, silly."

"Ah donna feel like guessin'."

"Fine, Miss Grumpy Pants, I'll tell you. It's jam."

"I don't know Pinkie. I would reckon rice and jam wouldn't mix well in a pony's mouth."

"Well, Suzaku thought it did. Wanna try one?"

"Well, I don't know..."

"Oh please!" The pink pony begged.

"No."

"Don't be a party pooper."

"I said 'no'."

"Please." Now Pinkie Pie had her helpless crying puppy dog eyes ready.

"Oh all right," Applejack took a bite.

"Whadda think?"

"'cept for the jam, it's bland. Now I see why Sneezy like'em. It goes with his personality."

"That's mean, Applejack," Pinkie Pie frown.

"I can't help it if Sneezy ain't got no personality."

"His name is Suzaku," Pinkie cried out to Applejack who was trotting off to her next errand.

* * *

><p><em>Why did Granny Smith hafta lit Sneezy sleep in there?<em> Applejack asked herself that each time she passed by her parents' old bedroom. It wasn't fair to them to have that weird pony from the Everfree Forest bunking there every single night. She just finished taking Winona for a late night walk when she trotted by her parents' room to hers. Despite pleads from her left brain not to reopen old wounds Applejack answered the call of her right brain and peer through the doorway. There, covered up in a thin sheet and moonlight shining through the window, was Suzaku shivering.

Rainbow Dash warned her it would be an especially cold night even though there were still leaves that were still green. _It ain't even winter and ya already feelin' cold. I knew ya weren't cut out for farm work._ Applejack walked halfway down the hall before turning back around. On a second glance, even though Suzaku was an unwanted guest and a tenderhoof trying to do farm pony work, it didn't feel right leaving him cold. Applejack ducked into the hall closet and emerged with a thick blanket in her mouth. She trotted gently in the room and spread the blanket over the sleeping stallion.

* * *

><p>Suzaku was stirred from his peaceful slumber by a knock at the door. "Ya done slept long 'nuff. Time for breakfast."<p>

"Yes, ma'am," said Suzaku.

"And don't call me 'ma'am'. I ain't much older than ya."

"Sorry, Applejack." Suzaku was about to hop out of bed when the extra blanket caught his attention.

"I don't remember..." Suzaku mumbled as he tried to figure out where the blanket came from.

"Yer breakfast is gettin' cold!"

"Coming!" Suzaku hastened to the dinner table and took a seat in front of a waiting plate of eggs over easy and alfalfa. However, other than his own, there was just one other plate. Applejack flipped the skillet over a plate and dumped out the remaining eggs before sitting down to eat.

"Is there sumthing wrong?" Applejack asked. "How come ya hasn't touched yer plate?"

"I was waiting for the others."

"Oh them? Granny Smith and Big McIntosh are visitin' Cousin Apple Rose and Applebloom is havin' a sleepover at Rarity's with Sweetie Belle and Scootaloo."

"Oh, then can I ask you a question?"

Applejack rolled her eyes. "Ya just did."

"Someone put an extra blanket on my bed last night."

"That'd be me."

"Oh. Well, thank you for going through the trouble."

"Ya know, if yer that cold-natured, ya should've asked for another blanket."

"But I didn't want to impose."

Applejack slammed her hoof against the table so hard half her scrabbled eggs was flung off the plate. "Dagnammit Sneezy! Jist 'cause we're farm ponies don't mean we can't afford blankets."

"Wait! Applejack, I didn't mean like...no, you're right. I'm sorry that offended you."

Applejack's angry glare softened. "No, don't go apologizin' ta me. I shoulda known ya didn't meant no disrespect. I was bein' a sour apple, Snee...Soo-zak-coo."

"Applejack?"

"Yes?"

"Thank you for the extra blanket."

"Jist don't make a big spectacle of it."

* * *

><p>Applejack was pulling their apple cart back from market when she heard a familiar voice coming from the Carousel Boutique, but it wasn't Rarity's. In fact, it was a certain stallion that had, recently, upset the natural order of Applejack's life. The farm filly unhitched herself and crept up to the window until she could hear more clearly.<p>

"Hold still, Suzaku. I want to get this right the first time." Rarity was inside with Suzaku. "It doesn't match your coat color, but it was all I could come up with on short notice."

"I don't think the color really matters," said Suzaku.

Applejack frowned and snorted steam from her nostrils.

_I knew it. Sum stallions ain't above holdin' a favor over a pony's head. Well, Imma goin' ta give Suzaku a piece of mah mind._

Applejack pushed open the door and saw Rarity wrapping medical bandages around Suzaku's right foreleg. Flowing around their heads was a first aid kit and a bottle of rubbing alcohol. The bandages partially covered three claw marks. Opalescence, Rarity's ornery cat, lay beside her hooves. She was looking at Suzaku with an annoyed look on her face.

"I'll be with you in a minute," Rarity called out to whomever it was that entered her store while keeping her eyes on the task at hoof. "Suzaku, why do you keep trying to petting Opalescence? This is the third time she scratched you."

"I'm sorry, Ms. Rarity, but cats are my weakness."

"I'm afraid she made a rather deep cut this time." Rarity then scolded Opalescence. "You should be glad Suzaku is so forgiving." The white cat looked away bored and rolled on her back.

"It's not a big deal."

"But she drew blood this time."

"It looks worse than it really is."

Rarity levitated some tape out of the first aid kit and taped the bandages to the wounded leg and then slid the items into Suzaku's saddlebag. "Just remember to keep clean wrapping on your cuts." Just then, Rarity noticed Applejack standing at the door. "Oh I'm sorry for not noticing you sooner, Applejack. How can I help you?"

"Nothin' really. Jist here checkin' on our farmhoof."

"You need me for anything, Applejack," Suzaku asked.

"Break time 'bout over. We still got sum more apples to buck before we can call it a day."

As Applejack and Suzaku were leaving, a pony Applejack never seen before slipped in. The last thing she heard as the door to the boutique close was Rarity yelling something about sapphires.

* * *

><p>Suzaku was pulling a cart full of apples back to the storehouse when Spike, Pinkie Pie, Fluttershy, and Rainbow Dash galloped pass him. The stern looks on their faces.<p>

Twilight Sparkle, who was trailing behind the others, came to a stop and called out to the others. "Hold it!" The others stopped in their tracks.

"Twilight! Stop! No! Rarity! Save! Diamond Dogs!" Spike blurted out while breathing in and out of a paper bag.

"Hold your horses, Spike," Twilight said.

"Don't be silly, Twilight," Pinkie Pie joked. "Spike's too little to hold a horse."

"Suzaku, do you know where Applejack is?" Twilight asked.

"She's bucking apples in the south field," he said pointing to the left.

"Thanks." Twilight and the others galloped off.

It was a little disserting for Suzaku to see such grave expressions on their faces. The months of carefree living had almost made Suzaku forget what dread and worry was like. The feeling that something terrible misfortune had befallen Rarity nagged Suzaku causing his mind to drift away from his chores. He was shuffling back from the storehouse at a snail's pace. A few moments later, Spike and the others were running back the way they came with Applejack following them.

"Applejack, is there something wrong?" Suzaku asked as he ran behind them.

"Not now Suzaku," Applejack said without turning to look back.

"But maybe I can."

"We got this covered. Just keep doin' yer chores."

* * *

><p>Suzaku followed the set of hoofprints left by Applejack and her friends. It only took about five minutes of nagging from his conscious to get Suzaku to skip work. From what he could gather, something happened to Rarity and Spike was with her at the time. The tracks lead to an empty field that was spotted with mounds of dirt. The sets of hoofprints split off and weaved around the mounds.<p>

"Noooooooo!" The faint echo of Spike screaming caught Suzaku's ear. There was a solitary hole in the general direction of the sound.

* * *

><p>"We're getting close. I can feel it." said Twilight. She, Spike, Fluttershy, Applejack, Pinkie Pie, and Rainbow Dash galloped toward the sound of Rarity's cries. They stopped at the entrance of a chamber inside the mine.<p>

"She must be in there," said Rainbow Dash pointing to a cell door. The cries of their seamstress friend were on the other side. "Let's go."

Before they had a chance to reach her, five diamond dogs in armor took them by surprised and leaped on their backs. Each diamond dog held strands of rope in both paws that looped around their muzzles.

"More work horses," one of them bellowed.

"Oh doggies, if ya can take this bull by the horns," said Applejack, "ya better be readin' for a ride." But before Applejack had a chance to make good on her threat, she felt a slight jolt followed by the diamond dog being knocked to the ground. The diamond dog on Pinkie Pie's back was also knocked off as well. The diamond dogs dismounted Twilight, Fluttershy, and Rainbow Dash and helped their compatriots back up.

Applejack looked around and saw the five diamond dog guards ganging up on the new pony intruder. "Suzaku?! What they hay are you doing here?"

"Get Rarity while I hold them off!" Suzaku shouted.

"But we can't just leave you..."

"Forget about me! Just go and save Rarity!"

"Don't bother. They won't get jewel finder when we done with you!" A diamond dog guard bragged in broken Ponglish. He was correct. The confrontation wouldn't last long, but not the way he thought. Suzaku leaped up and caught the middle diamond dog in a head scissors and flipped him over hard enough to knock the wind out of him. He kicked the second one in the chest hard enough to dent his armor inward. He fell to his knees gasping for air while clutching his chest. A third diamond dog fell when Suzaku hit him with a spinning round kick so hard his helmet went flying off his sloped-brow. The last two diamond dogs jumped him at the same and attempted to pile on top of them, but Suzaku sidestepped them. The two diamond dogs collided with each other, and in that instant, Suzaku back-kicked both of them at the same time with a blow powerful enough to knock them unconscious.

Just then, a loud crash was heard coming from the room behind the cell door. Spike, who was sitting on Twilight Sparkle's back, broke a low-hanging stalactite from the cave ceiling and pointed. "I'm coming for you, mi lady," he said. Suddenly, Suzaku galloped at top speed and hit the door with a spinning round kick. "Hey! I said I'm rescuing Rarity." Spike leaned forward and said to Twilight, "whacha waiting for? Suzaku'll rescue Rarity before I get a chance."

"I'm not your horse," Twilight deadpanned.

"Come on Twilight. Just give me this."

"Fine," Twilight huffed. She and Spike charged in just in time to see Suzaku standing on top of a diamond dog that was dressed in a red vest. Two other diamond dogs, one larger and the other smaller than the one Suzaku pinned down, were scrawled out on the ground in a daze.

"Where's Rarity?" Suzaku asked the diamond dog pinned down on the ground.

The diamond dog pointed further back into the cave. "She back there," he said in broken Ponglish. "We give her back, yes."

"Suzaku, you're being far too rough on them." Rarity emerged from the far end of the cavern pulling a cart full of precious gems.

"Rarity, you're safe." Spike ran up to Rarity and hugged her.

"Why yes," she replied. "Why hello girls and Suzaku-you're just in time to assist me.

"With wut?" Applejack asked.

"Why with those." Rarity motioned to the carts filled with gems. "Suzaku, do you mind not standing on him? We've come to an understanding, haven't we?"

"Understanding?" Suzaku asked.

"Yes, we have understanding. Take the gems and her with you, and get off me." The diamond dog begged.

"Yes, take gems and leave us in peace." The smaller diamond dog, who was recovering from his beating, pleaded.

* * *

><p>"Now, care to explain yerself, Suzaku," Applejack said with a crossed look on her face. She tapped a hoof on the wooden floor waiting for an answer.<p>

"I know you told me to keep working," said Suzaku, "but I was worried about you and the others."

"I don't care 'bout the work. It's what ya did in the diamond dog mine that got me worried. We had ever'thing under control. There were five o' us and five o' dem, but you busted in and tried to take on them diamond dogs all by yer lonesome. Worse, ya told us ta leave ya byyerself without any help from us."

"I didn't know how many how there were. There could have been more of those things in that cave, and you could have gotten captured if we stayed too long."

"And ya wanna us ta leave yer thinkin' that?! Suzaku, I don't like leavin' anypony behind. So, don't go askin' us ta do that again 'cause I aims to ignore ya."

"But Applejack..."

"Don't "but Applejack' me." Applejack put her hoof on Suzaku's shoulder. "Imma glad yer watchin' out for us but lit us watch out for ya too." A tingle ran through Applejack when Suzaku gave her a warm smile.

* * *

><p>On the edge of Manehattan with a view of the Statue of Lipizzaner overlooking the great city was home to the most affluent of ponies.<p>

"Show us what you got, carny," Prince Blueblood gloated with unabashed bravado. "You know, it's not too late to apologize."

"Not to the likes of you." Trixie readied herself for the coming onslaught. True, Prince Blueblood was pampered royalty. In fact, he was no real prince at all. Once upon a time, Blueblood was only a duke but Celestia, as a favor to his influential family, recently granted him the title of prince and his already inflated ego threatened to eclipse even Luna's moon. However, he was also a descendant of the unicorn bloodline that spawned the alicorn princesses. Even a second rate royal was still a relative to the pony demi-goddesses and would carry, in his very genetic makeup, tremendous magical potential, and, worst of all, he knew it.

"I'll let you make the first move, carnival magician." Trixie wished she could not the smirk off his face, but she was too afraid of Blueblood to do anything else than to take a defensive stand and focus her telekinetic powers into a protective barrier.

"The great and powerful Trixie was going to do the same for you." Trixie tried to sound as confident as possible, but the ominous presence of defeat that used to be reserved for ponies beneath Trixie was now looming beside her.

"Nopony can say I wasn't courteous to the plebeian." Blueblood fired a beam of light at Trixie, but it didn't hit it. Halfway between Blueblood and Trixie, the beam split into multiple beams that traveled just a few feet before stopping and becoming points of light. A ghost-like figure formed around the pattern into a burly, muscular griffon with outstretched wings holding a club. "This is the spirit of Orion, the greatest of all of griffon hunters. Let's pit his greatness against yours."

The magical barrier protecting Trixie grew brighter and more oblique. Blueblood just smirked and shook his head. A dust storm was stirred by the powerful beating of Orion's wings. Hovering over Trixie, the apparition raised its club and took a swing. The barrier rippled against the blow. It was a mistake letting Blueblood make the first move. A counter attack was out of the question. It took all of Trixie's power just to maintain the barrier. Trixie veered off to the right to get enough distance between her and the summoned spirit that she could go on the offensive. Orion swooped by and took a swing at Trixie as he passed by. The unicorn magician focused her powers and reinforced the barrier just in time, but even that wasn't enough to keep Trixie from being buffeted. The attack took her off her hooves. Orion circled around for another pass and came at her full speed holding the club in both talons. The impact was too much for her. Trixie left a trail of glitter, the magical energy that composed her shield, as she was thrown through the air.

"Had enough." The aches and pains of Trixie's bruised and battered body was drowned out by indignation of the taunts escaping Blueblood's smarmy smile. The white unicorn stallion stood over Trixie. Behind him was Orion. "You look like pig manure, carny."

"Go to Tartarus!" Trixie summoned all of her magic and cast a spell, but Orion shielded Blueblood with his club, which he raised to ready himself to make the finishing blow.

"I think that'll be enough, Orion." Prince Blueblood levitated the weakened Trixie to eye level. "I'm sorry to rain on your parade, but you're a commoner, and I," Blueblood said as he took a cigar out of the saddlebag of one of his stallion servants and lit it with a flash of light from his horn, "am Celestia's nephew." Blueblood took a drag and blew a puff of smoke in Trixie's face causing her to cough violently. "Silver Platter!"

An older unicorn stallion wearing the top half of a butler's uniform and sporting a walrus mustache galloped to Blueblood's side. "Yes, your majesty."

Blueblood let Trixie fall to the ground. "Dump this vagabond in the nearest doctor's office. I wouldn't want her wounds unattended to."

"I don't need," Trixie said in a strained voice as she struggled back on her hooves, "any help from the likes of you."

"Suit yourself," Blueblood said with the cigar nestled between his lips. Just then, two waif mares, one an earth pony and the other a pegasi, nuzzled on both sides of Blueblood. Blueblood took the cigar from his mouth. "You two are ready for a night with a real prince?"

"We would be delighted, Bluey."

"Can you believe they're both sisters, Silver," Blueblood leaned into Silver Platter's ear and whispered, "and they're into sharing."

"That's quite kind of them, sir," Silver Platter deadpanned.

Between having the wind knocked out of her and Blueblood's lecherousness, Trixie struggled against the urge to strangle the arrogant flankhole.

* * *

><p>Rarity raced to the front of the Carousel Boutique when she heard the entry door chime rang. There waiting were Suzaku and Applejack. Each of them had a basket full of apples in their mouths.<p>

Suzaku placed the basket at Rarity's front hooves. "Where do you want these, Miss Rarity?"

"Oh, I'll take care of those." Rarity levitated the baskets to her work bench. "Now, I have one more chore for you to do." Rarity glanced at Applejack who mischievously winked back at her.

"Sure, what is it?"

"Just follow me." Rarity led Suzaku to the back of the town hall. There was a large gathering of ponies on the other side.

Suzaku pointed to the crowd. "Is there something going on?" He asked. "There's a lot of ponies here."

"You could say that?" Rarity and Applejack winked at each other. Suzaku followed Rarity from the back entrance to the front entrance. "You first, Suzaku."

Suzaku looked a bit apprehensive. "Well, okay." He stepped through and was greeted by an enthusiastic crowd of ponies.

"Surprised!" Pinkie Pie cried out. A flurry of confetti erupted from Pinkie Pie's party cannon and sprinkled everypony in bits of paper in all of the colors of the rainbow littering the ground that was already adorned with the bright reds and yellows of the autumn leaves.

The ponies gathered in the town square began chanting. "Suzaku! Suzaku! Suzaku!"

Suzaku tried to back away but Rarity and Applejack were blocking the way out. "Whacha yer in hurry for?" Applejack said slyly.

"I don't understand."

"This is for you," said Mayor Mare who was at her podium.

Standing beside the mayor with warm, gracious smiles were Applebloom, Scootaloo, and Sweetie Belle. Applebloom waved at Suzaku. "Suzaku, they're given ya a medal."

"Huh?" It was the only word the dumbfounded Suzaku could utter.

"Everypony," the mayor addressed the crowd, "can I have you attention please? We're here to honor a pony who offered a helping hoof to three young foals at considerable risk to his own life. He made an impact on our town for the better before we even had the chance to know him." The mayor trotted up to Suzaku and placed a medallion around his neck. "Please accept this token of our appreciation."

Suzaku held the medal in his forehoof and stared. He then turned his eyes on the mayor, then on the Cutie Mark Crusaders, then on the townsfolk, and finally on Applejack and Rarity.

"It was Applejack's idea," Rarity whispered. Applejack nudged Rarity in the side. "What was that for?"

"That was both ours idea, Rarity," said Applejack who was looking a bit embarrassed.

"No," whispered Suzaku. "This isn't right." He then said out loud, "I can't accept this."

Everypony was stunned into silence.

"I appreciate the thought," said Suzaku, "but I don't deserve this because...it was my fault."

"Suzaku, whacha talkin' bout?" Applejack asked.

"The timber wolf pack followed me from the Everfree Forest. It was my carelessness that put these children in danger. Saving them was the least I could do after leading the timber wolves to them in the first place. Mayor Mare, please take back the medal..."

Applejack then shoved Rarity outside. "Suzaku done helped save Rarity from dem diamond dogs, right Rarity."

Rarity gave Applejack a scornful glance as her way of letting her know she didn't like being shoved before smiling at the crowd while patting Suzaku on the back. "Absolutely, he singlehoofedly took down five diamond dogs just to save yours truly."

"But I didn't save Rarity alone. You girls..."

"That's our Suzaku," said Mayor Mare while covering Suzaku's mouth with her hoof, "humble to a fault." She then whispered in a stern voice, "Just smile and accept the medal. Don't make me look bad!" She turned to the crowd and waved. Suzaku followed the mayor's lead. The crowd of ponies slowly warmed back up to their guest of honor and gave a standing ovation of hooves clopping the ground.

* * *

><p>Suzaku, Applejack, Big McIntosh, Applebloom, and Granny Smith were heading back to Sweet Apple Acres. The awards ceremony was the liveliest formal event Suzaku ever frequented. He never would have imagined a game of musical stools would be so tiring let alone one of the planned activities in an official ceremony.<p>

"Oh Suzaku, I don't care if them timber wolves were a followin' ya," said Applebloom, "yer still mah hero for savin' me and my friends."

"Yeah sure," Suzaku said listlessly with his eyes pointed to the ground. The medal felt heavier than the neck restraints Suzaku wore when he was falsely accused of assassinating Prince Clovis.

Applebloom tapped her sister on the shoulder. "What's wrong with Suzaku?"

"Well, sum ponies are kinda modest and don't like braggin'."

"Like when Fluttershy quit being a model?"

"Kinda like that."

"Only 'kinda'?" Granny Smith griped. "I thought it was a funeral the way Suzaku was a-mopin'."

"Granny Smith, quit bein' so hard on him," Big McIntosh spoke up.

"No, it's okay," said Suzaku. "Granny Smith is right. I ruined the occasion for everypony."

"Then it's mah fault for draggin' ya out there without tellin' ya," said Applejack.

"But I'm the one that spoiled the award ceremony, Applejack. I shouldn't have turned down the medal. It was rude of..."

"How was that bein' rude? Ya were just bein' honest, that's all."

"Will y'all two quit fightin' over who gettin' the blame!" Granny Smith yelled.

"Yes Granny Smith," Suzaku and Applejack said in unison.

Though Applejack didn't like the way Granny Smith worded it, Suzaku was the least enthused about the ceremony. He forced a smile on his face when he thought somepony was looking but otherwise he was a gloomy Gus and she had a feeling why.

When the Cutie Mark Crusaders asked Applejack about how she got her cutie mark, Applejack told them about her stay in Manehattan with her Aunt and Uncle Orange. What she didn't tell them was why she left.

* * *

><p>Flashback<p>

"You're late for class little blank flank." Applejack had her share of bullies, but the one that got the best of her was her own teacher. Mr. Crabgrass, the new unicorn teacher from Fillydelphia, was bowlegged, balding, and bitter. There was a wide gape between his knees that gave the teacher a striking resemblance to a crab when he stepped sideways while scribbling the lessons on the board. There was morning haze that was thicker than the few strands of hair left in his mane. Worst of all, he had a chip on his shoulder. Rumor had it he got the pink slip from Fillydelphia University after hinting at a pretty, barely legal mare that she could improve her grades if she let him ride her, though Applejack wondered why that was such a bad thing. Her father let her ride on his back all the time.

"Sorry, Mr. Crabgrass," Applejack apologized.

"Sorry don't cut it here, little blank flank," he sneered. "You should have gotten your cutie mark by now. How long does it take for stupid hick ponies to figure that their special talent is being a farm hoof? I heard your brother was the last one in his class to get his cutie mark. Does being slow run in your family or is that you can't accept your inevitable fate as dirt farmers?"

The entire class was laughing at her. Everypony thought it was funny. Had Mr. Crabgrass been a student and not a teacher, Applejack would have given him a good hoofing already. Instead, Applejack had to take his abuse. If she fought him, then it would mean being expelled from school and shaming her family.

"Do you feeling like crying, little blank flank?" Mr. Crabgrass mocked. "Please do. Show everypony how pathetic you are."

"Yeah, cry for us, little blank flank," said one earth pony filly.

"She's going to do it," said another earth pony filly. "She's going to cry like a little baby."

"I bet the little baby blank flank needs a diaper," said a pegasus colt.

"And she needs a diaper for her ugly face too," said a unicorn filly.

Applejack couldn't take the abuse anymore. She bolted out the door with tears running down her face.

"Don't think you can play sick again, little blank flank," Mr. Crabgrass called out. "You're not getting away from me even if I have to drag you back."

Applejack knew Ma Brown Betty wouldn't be fooled twice. The first time was going along well until Mr. Crabgrass dropped by Sweet Apple Acres and "cured" her from her pony pox with soap and water. No, this time, Applejack would make sure to get sick for real. She ran to the new candy store, Sugar Cube Corner, slipped inside, and hid in their deep freezer for a few hours in the hope of catching a cold.

* * *

><p>Applejack's plan worked...too well. She was bed-stricken with a bad case of pneumonia. Ma Brown Better and Pa Apple Turnover were gone out of town on a business trip. So, Granny Smith was left doing double-duty taking care of Applejack while foalsitting Applebloom.<p>

"Granny Smith," Applejack coughed, "when will Ma and Pa get back?"

"I sent'em a letter, and they should be back soon, though they wouldn't hafta cut their trip short if sumpony weren't hidin' in a freezer all day. What gotten into ya? Well?" Granny Smith tapped her hoof impatiently for an answer.

"I don't wanna be a snitch."

"Yer bein' bullied ain't ya? Must be a real tough one ta scare ya away from school. Imma goin' ta find out who it is whether ya tell me or not. So ya might as well save me the trouble of findin' out on mah own."

Applejack just looked away.

"Ya usually just hoof the colt or filly that teased ya. What's different 'bout this one?"

"What if it ain't a colt or filly?"

The stern look on Granny Smith's face melted away. "It ain't sum adult pony, is it?"

"Well, Granny..."

Just then, Big McIntosh busted in, though, 'big' was a relative term. He was rather large for his age, he was no bigger than Granny Smith at this time.

"Can it wait, McIntosh? I'm having a private filly-to-filly talk with Applejack."

"It's Ma and Pa." Big McIntosh was weeping. The tears running down his eyes mixed with the snot dripping from his nose. "They're not comin' back."

* * *

><p>Years later, as Applejack matured, she realized the letter sent by Granny Smith never reached her parents. They were on the train heading back to Ponyville because of a disagreement over the price of their apples, not because they ended their business trip early to tend to their sick daughter.<p>

But Applejack was just a filly. In her mind, she murdered her Ma and Pa. They were dead because she was too afraid to stand up to her abusive teacher. Mr. Crabgrass was fired once word got out he was bullying a student when a certain white unicorn filly felt pity for Applejack and told her parents who then told the mayor. However, it was little solace for the orphaned farm pony. Applejack was out in the fields in the middle of the night bucking apples when Granny Smith, who had a robe draped over her, placed a hoof between Applejack and the tree she was bucking.

"What the hay are you doing out here in the middle of the night, Applejack?"

Applejack had bags under her eyes from the late nights apple-bucking. "I haffa do Ma and Pa's share of the work."

"Ya ain't supposed to be buckin' apples in the dark. Not git to bed now."

"But I haffa make up for killin' Ma and Pa."

"YA DIDN'T KILL YER MA AND PA NOW STOP TALKIN' NONSENSE!" Granny Smith's sudden outburst startled Applejack. She held her granddaughter in her forelegs. "I don't wanna hear that talk comin' from yer lips no more. YA had nothin' to do with that train wreck." Applejack felt Granny Smith's cold, wet cheeks pressed against her face. "Yer Ma and Pa, they wouldn't want ya frettin' over something ya had no control o'er." As much as young Applejack wanted to believe, Granny Smith's words gave her no solace.

Eventually, the guilt was too much for Applejack to bear. Watching Big McIntosh bucking apples reminded Applejack of Pa Apple Turnover. The smell of apple cobbler invoked the memory Ma Brown Betty making desserts for the Ponyville Fair. Applejack went days without sleep. She lied awake thinking of all of the should-haves and could-haves that might have saved her parents. When Applejack finally fell asleep from exhaustion, she was tortured by a recurring dream of her at the train station watching her parents lying in coffins leaning against the back of the caboose waving goodbye. Finally, she had enough. Applejack had to get away from Sweet Apple Acres. Manehattan was far enough away as far as she was concerned, and she had relatives there who would welcome her with open hooves.

* * *

><p>End of Flashback<p>

Applejack was beginning to see some of herself in Suzaku. Something from his past was eating Suzaku up from the inside. She had to confront him about it. Suzaku was heading to bed when he was greeted by Applejack who was waiting beside the door to Suzaku's room.

"Ya got a moment before ya go to bed?"

"Sure, what do you need?"

"Ya did something you were ashamed of didn't ya?"

Suzaku looked apprehensively at Applejack. "What makes you say that?"

"It's never feels like it's enough, does it? No matter how much ya work to make up fur yer mistakes, the guilt ain't goin' away. I know 'cause I went thru the same thing yer did."

"Applejack," Suzaku said in a strained voice, "I think it's time I go to bed."

"Suzaku, ya saved my sister's life and my friend's..."

"I don't want to talk about it."

"Whatever it was yer did, I think yer made up for..."

"I said I don't want to talk!" Suzaku snapped. Realizing what he did, Suzaku looked down shamefully at the floor. "I'm sorry, Applejack. I shouldn't have..."

"T'ain't nuthin' to be sorry 'bout, Suzaku. I shouldn't have been pesterin' yer. I'll let'cha git yer rest."

Not since the passing of her parents had Applejack felt so helpless.

* * *

><p>"You're back for a rematch, carny?" Prince Blueblood couldn't help but be entertained by the tenacity of his 'rival'. "I would feel sorry for you if you weren't bringing this on yourself, you sad little filly." Blueblood causally strolled around Trixie with a haughty look on his face.<p>

"Save your pity for yourself," Trixie boasted. She stared back at Blueblood with a haughty look on her face, as well. "You'll need it when I send you back to his aunties with your tail tucked between your legs."

"After the beating I gave you two weeks ago," Blueblood chucked.

"Your insignificant victory with that old hoof-me-down summoning spell will pale with the stunning defeat you'll suffer at my hooves."

"Quit horsin' around, will ya!" One of the onlookers, who had grown weary of Blueblood and Trixie trying to out-smug each other, yell out. The sentiment was also voiced by the others in the crowd.

"You heard the crowds, let's finish this," said Trixie.

"Indeed I will," said Blueblood.

It was then the unicorn prince noticed a red flash coming from Trixie's eye. Suddenly, Trixie shot a beam of light from her horn. Prince Blueblood put a magical barrier, but the beam did hit, but rather, it split into smaller beams that stopped at a point. Prince Blueblood shook his head in disbelief.

"No! It's...it's...it's not possible. Orion's mine, you thief!" Blueblood was staring face-to-face with his Orion spirit.

"What's wrong, little hayseed?" Trixie gloated

"That spell belongs to my family. How did you..."

"That simple little spell? It was so easyyyyy to pick up. I only had to see you use it once."

"That spell takes years to master."

"For a dimwit like you, yes, I would take that long."

Blueblood gritted his teeth. The veins in his bulging eyes thickened and grew deep red. "You dare call me dimwitted! I'll teach you some manners." Blueblood summoned his Orion, but it was dwarfed by the one summoned by his opponent. Blueblood's Orion only came up to Trixie's chest, which was broader and more muscular than Blueblood's. One swing from his club was all that it took for Trixie's Orion to destroy the Orion summoned by Blueblood. Then the remaining Orion scooped Blueblood off the ground.

"Look, I'm sorry about last time," Blueblood cowered. "I was just playing around with you, I swear." Orion stooped down and lowered Blueblood to eyelevel with Trixie.

"Well, I guess that makes me see my humiliation in a different light." Trixie levitated a cigar out of Blueblood's shirt pocket and lit it. "The Great and Powerful Trixie has a sense of humor as well." She took a drag and blew smoke in Blueblood's face.

"Then...*cough*...you'll let...*cough*...me go?"

"Not exactly." Orion pressed Blueblood against an overhanging streetlamp. The overhang wailed as it was bent around Blueblood's waist.

"Put me down this instant," Blueblood demanded.

"Sorry, I can't hear you from way up there!"

"You'd better put me down or else you'll face the wrath of the crown."

"Oh, are you're going to run back to Canterlot crying for your Aunty Celestia?" Trixie taunted. "Are you going to tell her how you got your flank kicked in a magic duel with a carnival pony?"

"Well...I..."

"And that you were the one who made challenge in the first place? You'll win so much respect from the other nobles in Canterlot-the prince who ran home crying to his aunty after being humiliated in a fight he picked with a carnival pony?"

Prince Blueblood slumped against the metal arm suspending him in mid-air. "Please, let me down."

"And who are you asking to let you down?"

"You."

"Could you be more specific?" Trixie smirked.

"Please Trixie, let me down."

Trixie took another drag from the cigar and blew. "Say the whole thing."

"Please, Great and Powerful Trixie, let me down."

"You heard the stallion." Orion un-wrapped the metal overhang from around Blueblood's waist and laid him at Trixie's hooves.

"Hearing you plead for mercy was sweet music to my ears. Oh and I tasted month-old hay better than your cheap cigar." Trixie threw the cigar at Blueblood's hooves.

* * *

><p>Trixie was heading back to her motel room beaming with satisfaction. <em>I made that pampered prince for looking down on me, the Great and Powerful Trixie! And now that I made that phony prince look like a pathetic foal, it won't be long before news of my victory reaches the far ends of Equestria, and then everypony, even that tart Twilight Sparkle will have to acknowledge my abilities.<em> Trixie opened the door to her room and found, to her surprise, a familiar but unwelcome guest.

"Oh, it's you again." Inside the motel room was a white earth pony mare with a long green mane and an infinity symbol cutie mark.

"So, did you like it? Did you like the power I gave you?"

* * *

><p>I hope you enjoyed Chapters 9 and 10 of <em>Rebel Against The Night<em>. If God willing, I plan to post my chapters in two parts-one chapter set on Earth focusing on Lelouch and his battle against Nightmare Moon and the other chapter set in Equestria focusing on the ponies there. Also, I will try to keep each pair of chapters roughly chronologically in synch with each other. Tune in next time and find out what Lelouch has planned for Nightmare Moon and what Trixie will do with her new-founded power as well as the development of Suzaku's friendship with the Mane 6. Please pardon any mistakes I made in the Japanese dialogue as well as my crude attempt at writing a southern accent. I used Babel Fish and an online kanji-to-romanji translation program for Suzaku's Japanese dialogue so the Japanese won't exactly be accurate.


	11. Chapter 11: A Shot Across The Bow

_Rebel Against the Night_

By

CrossoverManiac

_Code Geass_ is owned by Sunrise, Inc. _My Little Pony: Friendship is Magic_ is owned by Hasbro and created by Lauren Faust. This is a fan-based work not intended for commercial purposes. Character thoughts are _italics_.

* * *

><p>Chapter 11: A Shot Across the Bow<p>

Lieutenant Cottonmane, the unicorn with a puffy white mane dressed in the dark Byzantium armor of Nightmare Moon's imperial guard, beamed with pride at their latest victory over the nefarious wild ponies- ingrates that spur the graces of their empress and dared to harbor relics of their ape past. These affronts to ponykind were stowed away in a room built underneath the foundation of a bathhouse ran by the Yakuza, the Japanese equivalent to the EU's Italian Mafia. This was evident by the tattoos, the most prominent being the crimson-scaled, eastern-style dragon, etched on the patches of bare skin on the slain wild ponies. Their cutie marks obscured by their vulgar body art. One of the lifeless bodies, however, was out of place-a clean cut and, despite his empress' edict against covering the bodies she had blessed them with, well-dressed earth pony. He was probably a museum curator before the occupation. How sad that these wild ponies clung to the past to the bitter end.

The more patriotic members of the Yakuza concealed historical artifacts from Britannia in hidden rooms within their 'legitimate' businesses. Back in his days as a customs agent, he was well aware of the practice, but it was a distant priority behind stopping the flow of Refrain and investigating government contractors for evading import taxes. But times have changed. He has changed. Now his detective skills were better served rooting out the malcontents jeopardizing the new world Nightmare Moon was building for them.

Lieutenant Cottonmane was greeted by a treasure trove that represented the zeitgeist of the age in which they were wrought-scroll paintings that dated back to the Era of the Warring States, wood carvings from the Heian Period, a painting of Oda Nobunaga, the man who initiated of the unification of Japan under the shogunate in the 16th century, Edo Period samurai armor, and so on.

All of dumped contemptuously in a pile waiting to be burned.

Another unicorn, a mare with a purple mane and blue coat of fur, saluted Cottonmane. "Sir, we've finished emptying out that smuggler's den."

"Excellent! Corporal Glitter Cheeks, see to it that the wild ponies on this block have a front row seat when we incinerate this trash. They're overdue for a reminder of who's in charge."

"Yes my lord," Glitter Cheeks saluted. The corporal flagged down a pair of stallions, one earth pony and one pegasus. "Gather all of the wild ponies on this block!"

"I'm sorry, but we can't do that," said the pegasus.

"Excuse me?!"

"We have to move to the artifacts to a safe location."

"I'm not in the mood for jokes." Corporal Cheeks was incensed by the defiant guards. "You'll be a world of hurt if you do."

"What's the problem, Corporal?" The lieutenant asked.

Corporal Glitter Cheeks pointed to the two guards snatching up artifacts. "They said they moving them to a *safe* location."

"I hope, for your sake, you're taking this outside to be burned." The lieutenant threatened.

"No sir," the pegasus and earth pony guard said while looking at their commanding officer with vacant stares.

"Corporal, get these stallions under control or else I'm find somepony else that can." Out the corner of Cottonmane's eye, the samurai armor, piece by piece, floated off the pile and into the waiting hooves of Corporal Glitter Cheeks. "Didn't I order you to discipline those stallions?!"

"You did, but I have to save these historical artifacts."

"You too, Corporal?!" Cottonmane was in a telekinetic tug-a-war with Glitter Mane. They dug their hooves in and tried backing away from the other.

"Let go!" Glitter Cheeks strained. The samurai face mask dented inward and buckled under the stress.

"Unless you want a court-marital, you'll put those back on the pile where they belong."

"I can't, sir," said Glitter Cheeks as she broke free from Cottonmane's grip. "I'm under orders to deliver them to a safe location."

"And who the hay gave you that orders?!"

"That would be me." A unicorn in bronze armor spoke up. This stallion had a smoky gray coat and dark brown hair and kept his gazed fixed on the ground.

"A buck private that thinks he's running thing," Cottonmane sneered as he sprinted around the pile to the unicorn and pressed his face against his. His horn scraped against the guard's. They would be eye-to-eye except the guard kept looking down. "Just give me a damn good reason why I shouldn't have you executed on the spot for insubordination?" The lieutenant demanded. "Look at me when I'm talking to you, dammit!"

"If you insist," said the guard has he glanced up.

"Your eyes?! You're not one of us!"

"Lelouch vi Britannia commands you gather up these national treasures and follow me to the location that I've set aside for their safe keeping. After you've done, I'll hand you directions to a second location where you will commit suicide."

"Just lead the way, my lord," said Cottonmane.

* * *

><p>Hi-TV's broadcast tower extended from the studio office like a chimney. During the invasion of what was once known as the Tokyo Settlement, the tower was hit by stray lightning bolts and still bore the scorch marks from that battle except for the top three meters. There, the Nightmare Moon cultists were busy repairing the damage. Partially rebuilt satellite dishes lined the edge of the circular balcony at the top of the building.<p>

The pegasi work crew swarmed the upper floors of the Hi-TV broadcast tower. Their slanted eyes burned bright white as the ambient light reflected from their cat-like orbs. Park alongside the building, suspended in mid-air was a cart filled with supplies hitched to a team of pegasi. It remained perfectly leveled even though nopony was the other end holding it up. The workers glided back and forth between the supply cart and the satellite dishes. Another team of pegasi held aloft a chariot manned by a single occupant, an earth pony mare, who intently studied the hoofiwork of the work crews as the chariot circled the top of the tower. She scanned the work area with a flashlight. It was held aloft by a metal strip fastened around it, which, in turned, was stuck to magnetic tabs built into the mare's horseshoes. With each pass, Rakshata was greeted by collective groans of distain as well as whispered curses. The pegasi shielded their eyes whenever she shined her flashlight anywhere near them.

"Stop right here," Rakshata ordered. Her attention was directed at a stallion screwing on a U-bolt. "You there," she yelled. "They used *that* wire for the transmitter?!"

"Yes ma'am?"

"I gave specific instruction to go up in size. The diameter of that wire is smaller than the wire that was installed before."

"But we did as you told us."

"You didn't. I can tell just by looking at it."

"But it's 4-gage wire. It even says so on the label."

Rakshata nudged the flashlight off the horseshoes and facehoofed. "That's one size smaller. I said one larger."

"But it is a size larger."

"Gage number goes down as the wire diameter increases. Now replace that 4-gage wire with 2-gage."

"Yes ma'am," the worker pouted.

"Having trouble with the laborers?" A voice that was all too familiar to Rakshata jested.

"Not now. I'm not in the mood today Dieth...Newsie News."

"Come now, you can make time for our Empress."

"The Empress?!" Rakshata looked behind and saw Nightmare Moon hovering in mid-air next to Diethard, who had the same cat-like eyes as the workers. All around her, the work crews dropped what they were doing and to show their respect for the crown. The ponies on solid ground bowed to the Empress while the ones that were in mid-air tilted their head down.

"My apologies, your majesty," Rakshata bowed.

"Are you the one called Rakshata?" Nightmare Moon asked.

"Yes, your majesty."

Nightmare Moon weaved through the spaces between the modified satellite dishes inspecting the workmanship before looping back. "And you will make it possible for all my subjects to hear my proclamations in my own voice no matter the distance? Even farther than with the royal Canterlot voice?"

"Once we get the relay stations up and running."

"That's what I was meaning to ask. Newsie News tells me you wish to construct these *relay stations* at the very top of the canopy and that they would feed off the energy it's gathering."

"Without relay stations, the signal range would be limited to the horizon, your majesty."

"And how would you know there was any energy to be had? I've shared this knowledge with my most loyal subjects. Though I don't care if you know that the pillars holding up the canopy feed sunlight to the plants and warmth to your kind, I am still curious about which of my subjects told you."

"Your majesty, I am a scientist. I came to that conclusion through observation."

"Then Newsie News made a wise choice. However, I don't like the idea of siphoning energy from the canopy into your machines. Could you not use unicorns? Is their magic not enough? Newsie News's technicians...that the correct term, is it not?" Nightmare Moon asked Diethard.

"It is, your majesty," Diethard replied.

"Newsie News's technicians built...what was the term...ah yes...an electric generator for his equipment, and it's powered by unicorn magic."

"I'm afraid not, your majesty. It would take hundreds just to power one relay station."

"Rakshata is correct," said Diethard. "My video equipment requires only a fraction of the power needed to get Hi-TV back on the air."

"The relay stations must be as high of an altitude as possible," said Rakshata, "which means suspending them from the bottom of the canopy and since they'll already in physical contact, they might as well use the canopy as a power source."

"And deprive my subjects of the warmth they need to live?"

"The relay stations only need 50 kilowatts each."

"And what, pray tell, is a 'kilowatt'?"

"A unit of power. The canopy gathers trillions of kilowatts of solar energy. It wouldn't be missed."

"I'll take your word on it, Rakshata. Just don't make me regret it. Otherwise, I'll make you regret it."

"Yes, your majesty." Rakshata wanted to roll her eyes at Nightmare Moon for actually believing a relay station would use up her supply of solar power but her desire to live overruled her indignation over Nightmare Moon's scientific illiteracy.

"Newsie News also tells me you need additional power for this building. Is that true?"

"It is, your majesty," Rakshata nodded. "We'll need at least 250 kilowatts for the broadcast station."

"Fine, I'll permit you to tap into the canopy for power, but I'm holding you accountable for every crumb of sakuradite. Use it sparsely."

"Yes your majesty."

Diethard and Nightmare Moon glided down and landed on a marble balcony on the side of the Hi-TV building. The recent addition to the studio clashed against the maroon-colored building but Nightmare Moon insisted on a landing pad for easy access to the offices and newsroom.

The hallway was illuminated by kerosene lanterns evenly spaced along the wall. On occasion, they passed by unicorns pulling wire from the ceiling and laying down new wire in its place. The floor was spotted with wet marks made by the downpour of sweat dripping off their drenched fur. After turning a corner, they slipped into a room halfway down the hallway. A sign that read "CONTROL ROOM" hung on the door frame.

Diethard closed his eyes and let the cool breeze from the industrial fan flow around him. The smell of burning solder tingled in his nostrils. In the front of the room, beside a giant window that stretched the length of the wall and half of the height were instrument panels. Some of the unicorns were focused on repairing the electronics that had been neglected since the night of the transformation. Every electronic device drew their power from a makeshift generator. Three unicorns took turns rotating the alternator. Unicorn magic converted into mechanical energy, which is then converted into an AC current by the alternator. The power died down momentarily when everypony stopped what they were doing to pay homage to their empress. Nightmare Moon's horn illuminated the room with a soft blue light when the power died down.

"You may continue your work, my subjects...except you," the alicorn empress pointed to an earth pony that was etching on a rather cumbersome piece of paper. "Circuit Breaker, isn't it?"

"That's correct, your majesty."

"And you're the one repairing the...what was it called?"

"Computers, your majesty."

"Yes computers. How are the repairs on the computers coming along?"

Circuit Breaker's face lit up. "Quite well, your majesty. We've made much progress since your last visit."

Circuit Breaker bit into his pencil and began pressing buttons on the one of the control panel that wasn't being worked on. A monitor built into the instrumentation activated. The image of Nightmare Moon speaking to the crowds came on. Suddenly, the building began to shake. Nightmare Moon's mane snaked around the room in a spiral pattern. Forks of electricity danced around pricking everything it touched with painful shocks. Circuits and transistors exploded in a cloud of sparks and the pungent aroma of ozone. Nightmare Moon's eyes glowed pure white as she stood on her hind legs.

"YOU DARE POSE AS ME! YOU'LL RUE THE DAY! CIRCUIT BREAKER! WHERE IS THIS IMPOSTOR?"

"Your majesty," Circuit Breaker pleaded, "you misunder..."

"TAKE ME TO HER NOW!"

"I can't your majesty..."

"YOU DARE DEFY ME!"

"Please, your majesty!" Circuit Breaker shook his head as magical energy flowed along his body leaving stone in its wake. "This is all a terrible mistake."

"That much is correct. You made a terrible mistake by disobeying my commands!" By now, Circuit Breaker was completely transformed to stone. Nightmare Moon raised her hoof preparing to strike when Diethard flew between them.

"It's you, your majesty! It was you on the monitor!"

"How could it be me? You saw us both at the same time. That charlatan is using magic intended for my exclusive use to deceive my subjects."

"Your majesty that was a recording of one of your previous speeches."

"A...recording?!" The tempest swirling around the room dissipated. The foundation of the Hi-TV building settled down. Nightmare Moon lowered her hoof and gazed curiously at Diethard-her silent cue for him to explain yet another oddity that existed in this world but not the one she was forced to leave.

"Yes your majesty-a moment in time captured on video. The cameras doesn't just project your imagine but can store it for later viewing, for posterity, for future generations. Of course, it will be the history of your design, your majesty."

"Can you...take me back to the time just before I came to your world? I wish to relive my victory over my *evil* sister."

"I wish it was possible, but cameras are unable to record events that have already taken place."

"Oh," Nightmare Moon said in a disappointed tone. "That's too bad. No matter. It's still fresh in my mind. I suppose I can be content with reminiscing."

"Your majesty?" Diethard cleared his throat and glanced at Circuit Breaker who was still petrified.

"Oh right," said Nightmare Moon causally touched the stone figure transforming it back into flesh and blood. Circuit Breaker took several deep breaths to steady his nerves.

* * *

><p>Nightmare Moon and Diethard came in for a landing at what was once the villa at the top of the viceroy's palace. Dried blades of grass crumbled beneath their hooves. The villa's once lush green garden was now dull brown with dead vegetation. Rose and azalea bushes and cherry trees lay bare having long ago lost the alluring flowers and plentiful coat of emerald leaves. Waiting for them, under the gazebo, was Nightfire, Ohgi, Barnstormer, Yamato, and Kirihari.<p>

"Welcome back, your majesty," Nightfire bowed. Barnstormer and Ohgi also greeted Nightmare Moon with a bow, though the latter did so with a glower face which contrasted against Nightfire and Barnstormer's enthused expressions.

"Report on your progress in ridding this world of its ape past?"

"Barnstormer has successfully cleared the top two levels of New Canterlot Castle. The finally three levels should be foal's play since the naked apes used them mostly for public works, your majesty. Isn't that right?" Nightfire glanced at Barnstormer.

"As Nightfire has said, your majesty, my Shadowbolts and I have purified the upper levels of your royal dwellings. We will not rest until New Canterlot Castle has been liberated from its ape past, your majesty."

"Well don't stop with just my castle. Keep pressing the wild ponies. Only when they have nothing from the past to cling to will their rebellious spirits break. Then they'll have only me to turn to," Nightmare chucked. She then pointed to Ohgi. "And has this one been cooperating?"

"He's done an excellent job convincing the wild ponies that it is useless to defy your edicts, your majesty."

"Keep up the good work, Ohgi, and you may earn your place as one of my chosen followers."

Ohgi looked down and slumped his shoulders while his ears flattered. "Yes, your majesty," he sighed

"I take it back," Nightmare Moon growled. "I don't like your nasty attitude. You look like somepony that sucked on a bag of lemons. Yes, that would be a good name for you-Lemon Muzzle. It goes so well with your sour disposition. Now Nightfire," said Nightmare Moon as she turned to her high priest, "do you have anything else to report?"

"Your majesty," said Nightfire," Ten thousand ape graves have been unearthed and their bodies thoroughly cremated."

"Are they being burned completely to ash? I don't want so much as a paw left."

"Whatever remains is pulverized to dust and discarded in the ocean, your majesty."

"And what of the preparations being made for my subjects to hear my declarations?"

"Every ghetto in New Canterlot has a working television set, your majesty," said Yamato.

"And the rest of this island?"

"By our projections, 35% of Japan will have television access by the end of the month."

"Only 35%? Screwloose Grove, has informed that the Britannian are already at 50%. Even the wild ponies at the EU are making more progress than you. Speed things up, Kirihari. You're skating on thin ice as it is."

"Yes, your majesty," Kirihari bowed.

"Pardon me for intruding," Diethard smirked, "but Nightfire has forgotten to include the progress made in tracking down historical artifacts in the wild pony ghettos."

"Yes, Nightfire, tell me how is that coming along?"

"Well...uh...the palace guards have successfully uncovered stashes of ape artifacts in four Yakuza safehouses beyond the castle grounds."

"Ya-ku-za...these are the bandits that dare protect the vulgar ape relics, in spite of my royal decree?" Nightmare Moon asked.

Diethard nodded proudly. "My former employer offered them assistance moving relics from safehouse to safehouse when Britannian customs was closing in." Diethard then cocked his head at an angle, just enough for Nightfire to see the arrogant smirk on his face. "It was only a matter of passing the intel to your palace guards."

"Well Nightfire," Nightmare Moon said while looking down at her high priest.

"Yes," Nightfire scowled, "we did make use of Newsie News' shady underworld connections to track down the ape artifacts that he and his leader Zero helped to conceal."

"Nightfire! Stay on your hooves and don't leave important information out of your reports."

Nightfire gritted his teeth while glaring at Diethard. "Yes your majesty."

"And Newsie News, keep up the good work. I may yet forget that you were acquainted with the mangy outlaw."

"Yes, your majesty," said Diethard.

* * *

><p>The suspicious glances and stares from the Nightmare Moon cultists were needles pricking Ohgi from every direction. As the go-between for Nightmare Moon and the 'wild' ponies, as she called them, Ohgi was quartered with the cult members in the apartments surrounding the old viceroy's palace, which was renamed Nightmare Palace by its new occupant. Ohgi would have chuckled at the poor choice of names if he wasn't living in a nightmare himself.<p>

The cultists were too disciplined to be a threat. Their empress had given him a place at her side. That was enough for them. They knew better than to lay hooves on him. Indeed they even pretended to ignore Ohgi. They went about their nightly work schedule renovating the palace to fit Nightmare Moon's esthetics, but then, when they think Ohgi wasn't listening, they would talk amongst themselves about the undomesticated beast living their midst.

As Ohgi was heading to his room, a familiar mare trotted past him. _No, it can't be...not here...she wouldn't. Ohgi shook his head. Why would she be one of them? _He did an about-face and galloped downstairs and through the second floor hallway. "Chigusa!" Ohgi called out to the mare. "Chigusa! It's me, Ohgi!"

She stopped in her tracks and glanced back. Some part of Ohgi didn't want to believe that the mare with the cat eyes was his Chigusa, but she looked exactly like her. The mare trotted to Ohgi and circled around him pausing only to scrutinize the scar on his side.

"Oh, it's you." The mare said in an indignant tone.

"Oh thank God you're alright. I was worried that you got hurt, Chigusa."

"Oh please, spare me your concern," Villetta spat.

"Chigusa, I know we left on bad terms..."

"That's an understatement if I ever heard one. I stabbed you, remember."

Ohgi raised his hoof and placed it on Villetta's shoulder. "You were scared. You just got back your memories, and you were confused…"

Villetta slapped Ohgi's away. "Don't make excuses for me. Between your coddling and calling me Chigusa and them calling me Moonlight Blossom, I feel like some plaything with no control over my life."

"I didn't know your real name, Chigu...Villetta. It was never my intentions to manipulate you."

"It's Moonlight Blossom now. The last thing I need is you getting me in trouble with Nightmare Moon."

Suddenly, Barnstormer landed between them. His wings spread out as he stooped down like a cat poised to strike. The hairs on his back were standing straight up. "Just what in Tartarus are you doing?" He then looked over his shoulder at Villetta. "Is he bothering you, Moonlight?"

"It's not like that at all. The liaison had me confused with somepony else," said Villetta while glaring at Ohgi.

"I thought she was with the Black Knights."

Barnstormer's wings were still partially spread out. He stayed in his defensive stance and focused on Ohgi.

"Barnstormer, please calm down," said Villetta. "He wasn't hurting me."

Barnstormer slowly relaxed and tucked his wings against his sides. "I'm sorry, Moonlight. I shouldn't have overreacted."

Villetta shook her head. "No, I was the one who overreacted. I'm...still trying to forget the past, and Mr. Kaname used to be...you know."

Barnstormer stroked Villetta's mane. "I understand. These things take time. Let's go back to our room. You'll feel better after a nice long rest." Villetta's lips crinkled as Barnstormer rubbed the back of her neck. "Don't you have work to do?" Barnstormer snapped at Ohgi.

"Yes sir," said Ohgi before sulking away. _Did he say *our room* as in his and Chigusa's?!_ Ohgi watched as Barnstormer nuzzled up against Villetta as they trotted away until they were swallowed up by the shadows cast in the light of the Empress' fake moon.

* * *

><p>What used to be the storage room for repair tools was converted into an office for Ohgi. The words MAINTENACE, which read on the sign above the doorway, was scratched out. Above it was writing in Nightmare Moon's language. Ohgi didn't understand the words but he knew it wasn't very flattering by the snickers of the cultists as they trotted back and forth across the palace court. Ohgi fished for his keys, which was kept in his saddlebag. As he pulled his muzzle out of the bag, the buckle snagged the key chain snatching it out from between Ohgi's teeth.<p>

"Let me get that up for you." Startled, Ohgi jumped back when an unseen voice called out from above.

He scanned the room until his eyes fell on Diethard, who was hovering just overhead. "Oh, it's you," Ohgi said as Diethard landed in front of him and picked up his keys. The former Britannian turned pegasus opened the door and held his foreleg up to his chest while pointing to the way inside. "After you, Ohgi."

"I'm not Ohgi anymore, remember?" He said without facing Diethard. "Your goddess changed my name to Lemon Muzzle, Newsie News."

Diethard followed Ohgi inside and shut the door behind him. "Ohgi, there's no need for formalities. Now that we're in private, we can be frank with each other."

"What do you want?"

"To talk."

"About what?"

"Nothing in particular. This is a friendly visit, that's all."

"That's all you want? Just to chitchat?!"

"That's it."

"Why? We weren't exactly friends even back when you were a Black Knight."

"Perhaps this wouldn't be a bad time to start."

"I was right about you, all along. You couldn't be trusted."

"Don't be stubborn. We're on the same side."

"Looked in a mirror lately, Newsie News?"

"To gain Nightmare Moon's trust, I had no other choice. This is no different from Zero's loyalty tests."

"So, you sold out the human race..."

"What human race? And you of all ponies have the gall to criticize me? You're working for Nightmare Moon, too."

"Only because I'm afraid of what they would do if I wasn't around!" Ohgi raised his voice. "I'm terrified that maniac Barnstormer would kill more innocent people just because they kept a family album. I sure as hell don't worship your night goddess."

"I hope nopony heard that." Diethard closed his eyes and took a deep breath. "I suggest you keep the volume down...for your sake." Ohgi turned his back to Diethard and huffed. "Be reasonable, Ohgi" Diethard pleaded. "Even if Zero was still alive, Nightmare Moon is too powerful to be defeated. She's an army unto herself."

"I don't need a reminder from you." Ohgi remembered how Nightmare Moon tore giant trebuchets apart with the ease of knocking down a house of cards. Hundreds of tons of lumber and metal strolled across the beach of Tokyo Bay along with his hope for a free Japan. "I was there, remember."

"As was I. And like you, I'm acting on the behalf of the ponies of Neighpan Island."

"She renamed Japan too?" Ohgi huffed.

"She hasn't settled on one yet. Put Japan's new name to the side, more can be accomplished working within the system than waging a one-sided war. I serve the greater good as her advisor."

"Nightfire doesn't seem to think so."

"You mean the high priest of inadequacy? Before he was turned, Nightfire was a mere warrant officer on an insignificant military outpost. He has nothing to offer other than being a glorified cheerleader. Nightmare Moon requires somepony with more political and media savvy. She's ill-served if left with only Nightfire managing her affairs."

"So much for omniscience if she needs your help. And who's interests are you really looking out for-us or hers?"

"I've already told you whose side I'm on."

"By the sound of it, we take a distant second to Nightmare Moon."

"Nightmare Moon, for all of her power, is childish. Her ultimate goal is to win the adoration of the masses."

"She has a funny way of doing it," Ohgi sneered.

"She requires guidance, Ohgi. Somepony has to take on the responsibility of swaying her in the right direction."

"So that's why you switched side. You think you can manipulate your goddess and be the real ruler of the world."

Diethard facehoofed and headed to the door. "I should have known this was a mistake. See you after the next wake-up bell."

"Maybe the mistake was mine to make." Ohgi rolled on his back and stared at the ceiling wondering if he was really doing any good as Nightmare Moon's lapdog.

* * *

><p>Rakshata scraped a hoof against a piece of flint strategically attached to a candleholder just above the wick. Sparks flew as fragments of flint ignited after rubbing against Rakshata's horseshoe. The room was bathed in a light glow except for a dark spot sitting on the couch. The shadow leaped up on all fours. Rakshata pressed a hoof up to her chest and let out a long exhale.<p>

"Will you please warn me ahead of time, Zero?" Rakshata griped.

"Have you delayed the Hi-TV refurbishment as I requested?" Zero asked with nary a concern for the startled mare.

"Ha!" Rakshata let out a sardonic laugh. "I didn't need to. The work crews wouldn't know the difference between a screwdriver and a wrench if their lives depended on it. They're doing all my work for me."

"How far behind schedule?"

"I can't put a number on it."

"I need to know if I have enough time to prepare."

"If you don't, I'll throw a monkey wrench or two in the works just for you."

"How much sakuradite did you acquire?"

"Nightmare Moon keeps an iron hoof on every speck. I was only able to squeeze a few ounces of..."

"That won't do Rakshata. The Gefjun Disturber..."

"I know how much we need." Rakshata stomped. "I designed the damn thing. The only other source of sakuradite is the relay stations."

"And where are these relay stations?"

"The plan is to suspend them from the canopy."

"And will it be constructed by pegasi."

"Pegasi and ever how many unicorns they can carry."

"Thank you, Rakshata. That's all the information that...ACHOO!" Lelouch sneeze.

"Bless you."

"Thank you. As I was saying, I have enough info. Keep them busy until further notice."

* * *

><p>Inoue and Kallen pulled a cart full of components upwards to a rectangular object just below the canopy. As they closed in, the scale of the structure became apparent as other teams of pegasi ferried back and forth between it and the ground. The structure was the size of a mansion and was tethered to the canopy by cables that were evenly spaced along its perimeter. These wires ran down to the bottom of the structure and connected at a central hub. There were several satellite dishes threading the space between the wires. The smaller dish pointed in various directions with two larger dishes pointing northeasterly and southwesterly.<p>

"I can't believe he wants us to help the enemy?" Inoue complained.

"Have faith in Zero," said Kallen. "He wouldn't have us running errands for Nightmare Moon if he didn't have something up his sleeve."

"And what the hell is that?"

"It's the relay station between Tokyo and Yamaguchi. Rakshata said the one over Yamaguchi is for transmitting signals into Korea and mainland China."

"And what is Zero's big plan?"

"He said something about bribing the workers into helping us."

"You mean those weirdo cultists?!"

"Shhhh!" Kallen hushed. "They might hear us."

Just then, another cart, being pulled by pair of cat-eyed pegasi, sideswiped them. It jostled Kallen and Inoue's cart hard enough that some of the parts were bumped off the cart.

"Watch where you're going, foal!" One of the pegasi yelled.

"You're the ones who bumped into us, assho..." Kallen cuffed Inoue's muzzle.

"You better keep your friend quiet, wild pony," another pegasus bellowed.

"Yes sir." Kallen could barely force herself to spit out the undeserved apology.

By now, they were close enough to see that the wires suspending the structure were strands of steel cable over an inch in diameter. There was also one insulated cable that wasn't bearing any load. It ended at a circuit breaker box on the side of the structure..

Kallen came to a stop near the satellite dish facing Tokyo. One of the pegasi guards, who was decked out in the same Byzantine blue armor as the palace guards, swooped around pointing a spear nestled between his fetlocks, but what made this pegasus stand out from the others were her wings. They were featherless, folds of skin running between vein-like digits, which made them more bat-like. Kallen also noticed puffs of fur at the end of their double-pointed ears.

"What are you gawking at, wild pony?"

"Your wings, they're..."

"They came with the armor. Now drop your load off and deliver the scraps to the landfill. And be quick about it."

Kallen cleared her throat and took a deep, nervous breath. "I'm here for the flowers." Inoue looked at Kallen as though her comrade-at-arms had lost her mind.

"The red or the white," all of the guards and workers said in unison.

"Kallen, this is getting weird. Maybe we should..." Once again, Kallen cupped her hoof over Inoue's muzzle.

"Both in a perfect mix," she replied.

Suddenly, the pegasi dropped what they were doing and began unloading the cart until there were only enough to cover the bottom. One of them flew beside Kallen holding out a small pail. The inside of the bucket glowed neon pink.

"This is all we could spare without Nightmare Moon becoming suspicious." The bucket was filled with refined sakuradite.

"This'll be fine. Thank you."

The pegasus dumped the sakuradite inside the cart and began raking the remaining components over it until its glow was completely shrouded.

"Now hurry before somepony catches you," said the pegasus guard.

Kallen and Inoue set course for Tokyo, but as they were leaving, the guard with the batwings circled around and hovered in their path. Kallen and Inoue were inching their mouths to their saddlebag where each one kept a knife.

"I was ordered to escort you to Shinjuku. That way, you won't be stopped by patrols. Care to follow me?"

"Go right ahead," said Kallen and she extended her foreleg inviting the guard to go first.

* * *

><p>Inoue, Kallen, and their chaperone landed on the outskirts of the Shinjuku Ghetto, near one of the old subway tunnels that managed to survive their first battle as ponies where they made heavy use of improvised explosives planted beneath the Britannians' ground formation. The tunnel was camouflaged behind a carpet of fake foliage and vines.<p>

"Thank you for the escort, sir," said Kallen.

"Don't mention it," said the guard. "I have to be on my way. Goodbye."

"All that about flowers? Was that a secret code?" Inoue asked. Kallen nodded. "That means they're collaborators."

"Not according to Zero," Kallen answered. "He warned me that they'd only help us just this once. From here on out, they're our enemy."

"That's...kinda weird."

"Didn't I say Zero bribed them? They're doing it for the money. Now let's stash this in the tunnels before someone comes by and sees us."

* * *

><p>Reginald cautiously pried opened the metal grate covering the entrance to the underground compartment where Euphemia harbored the three ponies that she granted asylum. On his back was a saddlebag stuffed full until the seams were on the verge of bursting.<p>

"Sir Reginald, it's good to see you again," said one of the three ponies, a unicorn mare in her late 20's. Cecile was her name the other two called her, Reginald recalled. "Thank you so much for bringing our...what happened to you?"

"What you mean these?" Reginald gestured to the cuts and bruises on his right side and face. "I was in a little tussle with an officer."

"You won't get in trouble over it?" Cecile asked.

Reginald shook his head. "I doubt they'll do anything to me."

"Is that why you brought the extra supplies and was gone for so long?"

"I'd rather not discuss the matter further."

"Oh sorry."

"That's okay. It's nothing to be sorry for, Miss Cecile."

"Did you bring my pudding?" Lloyd, the lone stallion and pegasus in the group of unicorn mares, asked.

"I'm sorry but milk is hard to come by nowadays. So unless you're willing to compromise and let the chefs use soy milk in the recipe..."

Lloyd put on a serious face. "Out of the question. It's not real pudding unless it's made with real milk."

"Then you'll do without," Sir Reginald said sternly.

Lloyd groaned and slumped over their only table. "I just wanted a taste of the good old days. Is that too much to ask?"

"It is when everyone is sacrificing just to survive," Reginald scolded Lloyd in a hush tone. "Even the princess herself is suffering. So having milk for your pudding is the least of my concerns."

Reginald was about to storm away if not for a tug on his sword sheaf. His head turned in all directions fearful that someone may have found them out. But the only unicorn he could see using magic was Nina Einstein, the youngest of the three 'fugitives'.

"Ex...ex...excuse me, sir," the young unicorn stumbled over her own words. "But is Princess Euphemia still sick?"

"I'm afraid so."

"C...c...can I see her, please?"

"You know it's not permitted."

"Please, you must! I'll be careful! No one will catch me! I promise!" This time, she asked more forcefully and without stumbling through the conversation.

"Absolutely not."

"I'm begging you! Please let me see her!"

"Our princess gave strict instructions for you to stay here."

Nina hung her head down. "Yes sir."

Sir Reginald slid the metal grate back into place and shuffled back to his lady's side. Since the day Nightmare Moon informed Princess Euphemia of Suzaku's demise, Reginald had taken on the task of providing supplies to the ponies that the princess granted sanctuary. In fact, he and Sir Guilford had shouldered all of the princess's responsibilities.

Sir Reginald thanked the chef for dinner and carried it to Euphemia's bedchamber. He sat the tray on a small table just outside her door and knocked.

"Mi lady," said Reginald, "your supper is ready. The chef made your favorite-roasted zucchini casserole." Reginald waited but there was no response. "Princess, your food will be cold if you don't hurry. Please, have a bite to eat." Still there was no response. "Your majesty, are you well?" Reginald took a deep breath and, with much trepidation, crept in as cautiously as possible.

Euphemia was a shadow of her former self. By now, the outline of her ribs was prominent despite the matt of dirty, unkempt fur which was now a shade darker from the filth accumulating on her body. Her mane hadn't been groomed since Suzaku was reported dead. Huge bags hung over her blood-shot eyes. Her legs looked like someone draped an old fur coat over a broomstick.

Reginald set the tray on the floor. "Your majesty, I'm sorry for entering your room uninvited but I was worried." Euphemia glanced at Reginald for a second before looking away. "Would you prefer to eat in bed, your majesty?"

"Just put it with the rest," Euphemia whispered in a broken, haggard voice as she pointed to a stack of trays swarming with flies. Each serving was a hill covered in green and white moss. Reginald took a whiff and swallowed to restrain himself from emptying the contents of his stomach.

_No, I won't sit by and do nothing, not anymore_. He thought while shaking his head. "Your majesty, I am deeply sorry for the lost of your champion, but you can't neglect your health. Sir Kururugi wouldn't want you to suffer over his death."

Euphemia stood up in bed. Eyes blazed with the fury of hell. "And I suppose he would want me to move on. Maybe pick a creepy little stalker as my knight. You'd love that wouldn't you?" She leaped off the bed and stormed across the bedchamber. "You must be so happy Suzaku is dead."

"Mi lady, I would never wish ill-will on Sir Kururugi."

With one burst of unicorn telekinesis, the moldy food flew off their trays and splattered on the wall. "LIAR!" Euphemia trembled. "I know why you volunteered to be my knight. You're some lecherous bastard looking to have a fling with a princess! Well, you got another thing coming. You're not even a tenth of the man Suzaku was. He was selfless and kind. He'd never stoop to taking advantage of another person's death."

Sir Guilford slammed the door open. "Mi lady, I heard a commotion. Were you harmed, mi..."

"SHUT THE HELL UP!" Euphemia screamed at her sister's former champion.

"Mi lady, what has aroused your anger?"

"You have a lot of nerve to ask," Euphemia chuckled bitterly. "You and Darlton just had to volunteer Suzaku for a suicide mission?"

"Your majesty, I would never..."

"You couldn't stand being around him because he was Japanese. Isn't that right, Sir Guilford? That agent my father sent. If you didn't tell him about Suzaku, he wouldn't have ordered him on that mission. SUZAKU WOULD STILL BE ALIVE IF YOU KEPT YOUR MOUTH SHUT!"

"And you," Euphemia sneered at Reginald, "I wouldn't be with you if you were the last man on earth. Get the hell o..." Legs wobbling, head spinning, Euphemia stumbled backwards. "Get the hell out of my life you little shi..."

Guilford and Reginald rushed to their princess's side as she lay on the floor unconscious.

* * *

><p>There was one group of people unaffected by Nightmare Moon's power, who kept their human form-the dead. The millions laid to rest, whose bodies survived the ravages of time, testified to the form that the inhabitants of this world once had. But Earth's new ruler would have none of that, not when the truth imperiled her kingdom's bright future. They, along with the other voices of the past, must be silenced.<p>

Shirley Fenette felt her heart going into her throat. Her mother, an older mare with the same color mane as her daughter, but cut shorter, and with a peach-colored coat of fur, knew Shirley was feeling uneasy and rubbed her shoulder. It was the first time since they were transformed she'd visited her father's grave. It wasn't just the feeling of loss for a love one. She was, according to Milly, in love with the very bastard that murdered her father and that abandoned his friends in a refugee camp for one to be raped and the other killed. Had circumstances been different, Shirley would be too overwhelmed with shame to come so soon after her feelings for Lelouch were revealed, but she owed it to her father to preserve his memory.

The pony work crews worked tirelessly breaking apart grave markers. Earth ponies and pegasi slung steel mallets with their teeth while unicorns picked up one marker telekinetically and slammed them against one another.

Another work crew was issued the gruesome task of exhuming the bodies. Unicorns, broken off into pairs, deposited the corpses, in their various states of decay, onto carts. The wagon train running from the cemetery dipped behind a hilltop. On the other side were a pillar of smoke and the red hue of a barn fire.

Shirley and her mother weaved through the workers while paying close attention to their eyes. So far, nopony had the glowing slanted orbs indicatives of the cultists. Shirley could, however, tell that she wasn't welcomed. A few of the workers were staring daggers at the two mares.

"May I help you," said an earth pony mare sporting an orange vest, or at least it looked orange in the light of the burning torches.

"I was looking for the person in charge," Mrs. Fenette answered hesitantly.

"That would be me...sort of."

"I thought Nightmare Moon's followers would be in charge."

"They are. We get a visit from them every now and again just to make to sure we're doing our job, but managing the workers is my responsibility."

"Oh thank heavens," Shirley's mother smiled. "Then you'd understand how important..."

"No!"

"But I didn't finishing sp..."

"I know why you're here, Brit. Your kind comes by all the time with the same request, and the answer is no, not just no but hell no. Nightmare Moon ordered those bodies cremated and what's left deposed of and no Japanese I know is willing to die for even living Brits, let alone dead ones."

"But why are you making such a big deal over it?" Shirley pleaded.

"You're crazy if you think I'm sticking my neck out for you Brits. Your people shouldn't have been here in the first place. Whoever it was would still be alive if he wasn't oppressing the Japanese."

Mrs. Fenette was in tears. "Please, don't treat my husband's remains like trash. He was never in the military. He didn't participate in the occup..."

"Like hell he wasn't!" The work foreman stomped her hooves. "Just because he was some low-level salary man doesn't mean he didn't help grease the wheels of the Britannian war machine-the very war machine that trampled my people underfoot! He's still Brit scum just like you! It's bad enough I have to kiss Nightmare Moon's ass without some uppity Brits spouting orders too!"

"Please, we'll cremate the body ourselves," Shirley begged. "Just let us have..."

"I know what happened to the last bunch that crossed Nightmare Moon. I'm not freezing to death for your dead husband. Now get the hell out of here before I throw you out myself!"

"Please, don't hold what my government did to your people against my husband, he was..." Mrs. Fenette was interrupted this time by a gently placed hoof on her lips by her daughter.

"Mom," Shirley said compassionately, "Dad wouldn't want you getting in trouble to save his remains. You and Milly are all I have left. Please, let's just go home." Shirley led her sorrowful woman away.

"Oh how touching!" The foreman mocked. "Now how about shedding some of those tears for the Japanese you Brits slaughters! That's right, Brits, keep walking away before you hear the truth from an *Eleven*."

* * *

><p>"That'll be nine bits." After the customer dropped nine coins, each with Nightmare Moon's profile stamped on it, on the counter, Alexander Franklin marked off the bag of hay and rice she bought from list of inventory.<p>

The former baron worked the counter at the very storehouse that he and Ebisawa staged their revolt against the USJ for the racist policy that drove mundane types/earth ponies into forced labor. His was the face of a haughty stallion whose spirit was broken. So many mundane types idolized him and his co-conspirator and saw the two as their saviors-it was nice while it lasted. Did Zero feel the same when the Japanese cheered his name? It was too bad it went to their heads. It was too bad they pushed their luck. It was too bad that...

"Hey! Planet Earth's calling! Yoohoo!" A blank flank pegasus colt, barely out of elementary school, was knocking on the counter.

"Whadda you want?"

"Got any soy sauce in the back? There's none on the shelves."

"Oh, sorry." Alexander slid off his chair and limped to the back of the storehouse.

"I'll get the kid's soy sauce." Ebisawa galloped out from one of the aisles. "You didn't have to get up."

"I can handle this myself," said Alexander.

"You're doing plenty by manning the counter. Let me..."

"I said I can do this by myself!" When Alexander hobbled from behind the counter, the young colt gasped when he noticed Alexander's left hind leg was cut off at the knee. Suddenly somepony jabbed the young colt in the ribs.

"It's rude to stare," said Ebisawa.

Alexander Franklin limped out of the back room with a case of soy sauce in his teeth and set it down in front of the colt. "That'll be two-bits."

"Oh right." The colt tossed his two coins on the counter and took his bottle with him. However, curiosity got the better of him and he lingered just outside the storehouse. A few minutes later, an earth pony mare came outside with a giant bag lying on her back.

"Are you Britannian?" The young colt asked.

The mare nodded. "That I am. Why you asked?"

"I wasn't sure if a Japanese would talk to me. I just want to ask a question."

"Go ahead."

"What happen to that guy's leg?"

"You mean the man behind the counter?" The colt answered the mare's question with a nod. "How long have you been here?"

"Since Nightmare Moon kicked us off Shikoku Island and made us live in the clouds."

"Frostbite took his leg."

"Did it really get that cold here?"

The mare nodded. "Yes it did. It got very, very cold here," she said regretfully.

* * *

><p>"ACHOO!" Lelouch sneezed. The layer of fine dust covering the abandoned sub station was stirred into a cloud by Lelouch and Kallen's hoofsteps. The column of dust diffused the light beaming from Lelouch's horn.<p>

"You know whenever you sneeze," said Kallen, "someone is talking behind your back."

"That's just superstition," Lelouch retorted. "So, how much sakuradite were you able to procure?"

"According to Rakshata's specs, we have only enough for two."

"Good, we have a spare."

"There's nothing good about it, Lelouch. Weren't you paying attention-it'll be..."

"Did Rakshata finish the mask?"

"It's waiting for you at the safehouse, though she wanted to know why the mask has a sliding eyepiece."

"How about the clothes?"

"I looked over the outfit. It'll completely cover your body. No one will notice that you dyed your fur and cutie mark. Oh God! I can't believe I said 'cutie mark'."

"And the rest of the founding members of the Black Knights?"

"I tracked down Yoshida and Sugiyama. They're waiting at our safehouse in the Saitama Ghetto."

"And Ohgi?"

"I told him before coming down here. He looked like a kid that got a puppy for Christmas when I told him you were still alive. He has to be discrete about coming back or else the cult will get suspicious."

"And what the Tohdoh and the Holy Swords?"

"Still can't find them, but I doubt they'd sit on their hands for very long once word got out you were still around."

"What about the alternative power source?"

Kallen nodded. "Katsuragi and Tamaki dropped them off at the safehouse? Are we installing them on the Gurren?"

"I have a better use for them."

"What else can we use them for? And just how much money do you have to bribe these cultists? For fanatics, they sure do look out of their own self-interest."

"Keep your mind on the task at hand. What about the unexploded ordinances?"

"Most of them were destroyed when Diethard sold us out to Nightmare Moon, but we scrapped up a few."

"And the phosphorous? Did you find any in the industrial district?"

"Every drop they had. I even went through the Ashford Academy science lab with a fine tooth comb and scrounged up an extra kilo."

"It'll have to do for now. Perhaps, Rakshata could build an apparatus for extracting sodium from sea water."

"I wouldn't ask Rakshata to do anymore for us if I was you. She's been high-strung since Nightmare Moon banned smoking."

"That is the one saving grace of her reign."

"You'd sing a different tune if you had to be around Rakshata," Kallen mumbled.

"What was that?"

"Um...nothing."

"Anything else to report?" Kallen twiddled her hooves and looked around the sub station. "Come on. Say what's on your mind?"

"What's really wrong with your left eye?"

"What about it?"

"Minami swears you're completely blind in that eye. He even said the iris is milky white, but he's the only one that sees it. And now that I think about it, are you really bribing these cultists? Did you discover some new unicorn power? Are you making Minami see something that isn't there?"

"The repairs to Hi-TV are almost completed. We don't have much time to argue over these frivolities."

"It's true isn't it? That's why you're changing the subject."

"And if it's true, what would do? Force me to step down as leader? Kill me for concealing the truth? Or do move forward and pretend that everything makes sense."

"Pretending everything is normal is all I've been doing." Kallen kicked straight through the back of a bench splitting it in half. "I'm not budging an inch until you tell me everything up front."

"And what will you do with that information? Tell the Black Knights? Abort our rebellion against Nightmare Moon before it can get started?"

"No, that's not it all." Kallen shook her head profusely.

"You can't ask those questions without accepting the consequences for the answers."

"I just need to know! That's all! I have to know why I'm doing this!"

"Very well, I will tell you. I think we'll start with how I met C.C."

* * *

><p>Six weeks later<p>

All across Neighpan Island (Japan), Bridlannia (Britannia) and its remaining territories, the Equine Universe (EU/Euro Universe), the Clydesnese Federation (Chinese Federation), the subjects of Nightmare Moon gathered the wild ponies and herded them to designated viewing centers within their respective municipality. It would be the first global broadcast since the transformation and nopony would be permitted to miss itunder penalty of law. In New Canterlot, the wild ponies in the ghettos crowded around the town square watching the hodgepodge of televisions of different sizes and brands arranged in a half-circle. Behind the televisions were unicorns telekinetically turned the cranks for the electric generators while a Nightmare Moon cultist pegasus hovered overhead wielding a spear in his fetlocks.

"Can we rest? We're been turning this thing for two hours now and they haven't even started."

The pegasus made a stabbing gesture with the spear. "You'll stop when I tell you and not a second sooner."

* * *

><p>Nightmare Moon waited impatiently in the Hi-TV sound room for New Equestria's first global proclamation. A massive window took up half of the wall separating the sound room from the control room. From here, Nightmare Moon could watch everypony working on her television debut.<p>

An earth pony mare slipped in the room with Nightmare Moon unnoticed holding a case full of cosmetics. She opened it and dabbed a brush in make-up.

"Sorry to bother you, your majesty," said the mare, "but I sent to prep you for the broadcast."

"Don't you dare smear that on me!" Nightmare Moon snapped.

"But it's my job," the make-up mare cried, "I have to make sure you look good for..."

"Are you saying my appearance isn't regal enough for my subjects?"

"No, your majesty, it's just that the lighting and shadows can distort anypony's profile and the cameras will pick it up without a little make-up to correct it."

"The Empress does not require your services," said Cinnamon Delight, who was standing beside her lover, Nightfire, in the control room speaking through the intercom. "Her highness is a goddess. Her beauty is divine and can't be diminished."

"Yes ma'am," said the make-up mare.

"And Newsie News," Nightmare pointed at Diethard, "the cosmetics was your idea. You should know better."

"I was merely being thorough," said Diethard.

"If Empress Moon needs your services, she'll tell you."

"You two, quit your bickering," Nightmare Moon scolded, "and keep your minds on the task at hoof. How much longer must I wait for your news crew?" She asked Diethard.

"Circuit Breaker," asked Diethard, "has the video feed to Bridlannia been re-established?"

"It has," Circuit Breaker answered. "We just have to finish double-checking our connection."

"And Austablia?"

"Austrablia's ready." Circuit Breaker adjusted some of the dials and looked over the control panel gages. "Video feed to Bridlannia checks out. You're good to go."

"Is it ready, Newsie News? Will all my subjects be able to see me?"

"It's as ready as it'll ever be. Everypony, take your positions." Camera ponies fixed their sights on the Empress. Broadcast engineers monitored the video feed from Hi-TV. Nightmare Moon straightened her posture and paid close attention to Diethard who was on the other end of the glass facing her and with his foreleg raised over his shoulder. "We're on the air in 5...4...3...2...1." When he finished counting down, Diethard dropped his foreleg.

"Oh my beloved subjects, I am so delighted that we can meet face-to-face, in a manner of speaking."

"Sorry to interrupt, your highness," said Circuit Breaker, "but there seem to be some inter..."

Then, to the shock of everypony in the Hi-TV broadcast studio, an equine version of a familiar mask materialized on the wall monitor used to observe the outgoing signal. Zero was wearing a modified version of his original mask. It was stretched out to accommodate a pony's muzzle and had a cone extrusion for his horn.

Diethard galloped to the monitor and scrutinized every pixel. "No...it can't be…it can't be him, not now. Kill the connection!" Diethard ordered in a panicked voice.

"Is there a problem, Newsie News?" Nightmare Moon asked in a menacing tone.

"It's just a minor glitch, your highness."

"You told me that they were already taken care of?"

"No, he's dead. It can't possibly be him."

"Who are you talking about?"

"I am...Zero." Those three words uttered by the stallion on the television monitor captured Nightmare Moon's undivided attention.

Nightmare Moon's eyes burned pure white. "That foal! He's still alive!" She teleported into the control room.

"Undoubtedly it's an impostor," said Diethard.

"It's not, foal. I recognize the mangy outlaw's voice."

"People of the world, I have returned."

"What's going on? Newsie News, answer me!"

"Tell her Newsie News, or I will." Nightfire threatened.

"Tell me what?"

"Circuit Breaker, killed the video?" Diethard yelled.

Circuit Breaker and the rest of the television crew were working frantically to get everything under control. "We can't. It won't take my access code," Circuit Breaker was busy typing the keyboard with a pencil clinched between his front teeth.

"The Omega Line!" Diethard bellowed under his breath. He rushed across the room and pushed Circuit Breaker away from the control panel. "I can fix this. Give me a moment to..." Diethard typed his password into the control panel. "No! It's not possible! He's locked me out of the system."

"Hear me," said Lelouch, "Nightmare Moon, all of you who have power, heed my words carefully."

"YOU DARE TALK DOWN TO ME!" Once again, the Hi-TV broadcast station shuttered under Nightmare Moon's rage. "Your words mean nothing to me, mangy outlaw!"

"I am burden with sorrow. The dreams of the Japanese people for a brighter tomorrow were snuffed out along with those of the rest of the world under the tyranny of Nightmare Moon. History, culture, self-governance, and even the light of the sun were stolen from the people to indulge the egotism of a solitary alien interloper. That is why the resurrection of Zero was necessary. As long as the strong prey upon the weak, my rebellion will continue."

"Your Highness," said Nightfire, "Zero's taken over the broadcast signal. The wild ponies are hearing him speak instead of you."

"Newsie News," said Nightmare Moon, "you have better fix this, NOW!"

"Regiments of 235 strong will divide and conquer and burn you to a cinder less you return to your own world," said Lelouch. "They wait where it all started for a leader to guide them. "

"STEP ASIDE, FOALS!" Everypony manning the control panel was flung to all sizes of the control room. Nightmare Moon ripped the control panel from the floor and crushed it with her powerful magic. "That should silence that mangy outlaw." But it didn't. Zero's image and voice still appeared on the wall monitor. "But I destroyed Newsie News's equipment."

"He must be using one of the relay stations to broadcast his signal," said Circuit Breaker.

"And one final warning, Nightmare Moon-if you attempt to retaliate by denying warmth to the people or causing a famine, I will bring down your canopy."

"He's joking, right?" Nightmare Moon asked rhetorically.

"And as a demonstration of my power," Lelouch levitated a detonator in front of the camera, "I will destroy the pillar near Mt. Fuji." Suddenly the monitor flared up. Everyone except Nightmare Moon covered their eyes.

"You expect me to believe a mere unicorn could undo my magic."

"I do not wish to take such extreme measures for its destruction will cost many lives, but it is the lesser of two evils. Do not make this a war of attrition and stay your hoof against the innocent. Your battle is with me, Nightmare Moon." The moment Lelouch finished, the sound of thunder rumbled through the loudspeakers. Thirty seconds later, a gentle, low frequency hum surrounded them.

Everypony rushed out of the control room heading to the nearest balcony only to be greeted by a blinding light, a light that had not been seen by pony eyes since Nightmare Moon revealed herself to the world-the light of the sun. Everypony except Nightmare Moon, who only had to avert her eyes for a moment before adjusting to the brightness, was struck blind. She went outside to check on the damage. To her dismay, Zero's boast of having destroyed the pillar was true. The metal shell overlapping half of Mt. Fuji, which was built by the Britannians as part of their sakuradite mining operation, was in shambles and reduced to scrap metal.

Nightmare Moon concentrated on the canopy, which thinned out as it spread over the hole left in the aftermath of the pillar's destruction.

"Newsie News!"

Diethard, having recovered his sight, galloped to his empress' side. "Yes, your highness."

"What just happened?"

"Well, I..."

"If you won't say it, I will. Your Empress was upstaged by a mangy outlaw. I was humiliated. Do you know how I feel right now?" Diethard took a couple of steps back in dread that Nightmare Moon's calm voice was the eye of a monster typhoon. "How did you let that mangy outlaw upstage me? Can't you see I'm having a private conversation with Newsie News!" Nightmare Moon yelled at Cinnamon Delight who was peering through the balcony door.

"Forgive your majesty, but I heard Newsie News say something about an 'omega line'." Cinnamon Delight grinned malevolently at Diethard.

"Please enlighten me to this *omega line*."

Diethard gave a quick murderous glance at Cinnamon Delight before regaining his composure. "When I worked for the Black Knights, I installed a special backdoor program for Zero to take over the Hi-TV broadcasts."

"YOU WERE THE ONE THAT DID THIS TO ME!" Diethard flapped his wings with all of his strength just to keep from being blown off the balcony by the tempest conjured by Nightmare Moon's rage. "WHY DID YOU NOT RID MY TELEVISION STATION OF THIS OMEGA LINE?" Nightmare Moon's Canterlot voice ranged in Diethard's ears.

"I thought Zero was dead."

"AND DID IT NOT OCCUR TO YOU THAT SOMEPONY ELSE COULD HAVE USED IT AGAINST ME!"

"Zero was very secretive. He'd never tell anypony else about the omega line. He wouldn't even show us his real face." The wind then died down.

"I was made a laughingstock, Newsie News, and somepony must *pay*." Diethard looked down at his hooves and noticed the wave of magical energy moving along his legs turning him to stone.

* * *

><p>When Zero finished his speech, the unicorns manning the generator took a badly needed rest. Beside them was the pegasus assigned to watch them, lying on the ground, battered and bruised. When Zero took over the broadcast, he tried to shut down the generator and, needless to say, failed. With an exception to the Nightmare Moon cultists, everyone at the Shinjuku Ghetto was in good cheer...save for one otherwise normal mare.<p>

"I can't believe I'm rooting for Zero," said Mrs. Fenette. "But if he can bring back the sun..."

"Mother, he can't," Shirley pouted.

"But you saw what he did to the pillar. If Zero defeats Nightmare Moon, I'll never stay inside on a sunny day again."

"He's not your savior. Zero's just a selfish glory hound. And haven't you forgotten what he did to my father? Your husband?"

"Don't you think I've forgotten about your father!" Mrs. Fenette yelled. "But the whole world's at stake. Your future's at state. Put your hatred for Zero aside."

"Don't let him fool you. If Zero really cared about us, he'd bring back the sun right now.

"Zero has a good reason to...Shirley! Where are you going?"

"Zero won't accomplish anything except getting more people killed unless he's stopped." Shirley said before disappearing in the crowd.

* * *

><p>"Just when things were getting boring, Zero pops up out of nowhere," Lloyd said in an amused tone. Sir Reginald was relaying Zero's message to the three scientists in hiding.<p>

"I'm no fan of that rebel," said Reginald, "but if his regiments can defeat Nightmare Moon, I would petition the Emperor himself to pardon him."

"Tell me about these regiments."

"He didn't go into details except that they were 235 men each."

"That's odd. Usually a regiment is around 700."

"Did you say 235?" Nina, who was sitting quite at the other end of the hidden room, had rushed to the other side of the shelter where Reginald and Lloyd were conversing.

"Yes," Reginald answered, "that was the exact number."

"What else did he say about those regiments?"

Intimidated by Nina's serious demeanor, Reginald backed away from her. "Nothing of importance. He was just being overly dramatic."

"You have to tell me!"

"Keep it down before someone up there hears you."

"Just tell me already!"

"Fine, if it gets you to settle down. He said his regiments would divide and conquer and burn Nightmare Moon to a cinder and that they were waiting for a leader where it all began." Suddenly, Nina shoved Reginald out of her way and bolted for the exit. "Where the hell are you going?"

"Zero needs me!" Nina cried out.

"You two, stay put!" Reginald ordered Cecile and Lloyd before running after Nina.

* * *

><p>"...and how are Barnstormer's troops coming along?" Nightfire was in the Nightmare Palace war room speaking to an overly muscular earth pony stallion in armor. Maps of Japan and the Tokyo Settlement covered the walls and were dotted by thumbtacks representing friendly forces and foe.<p>

"Sir, the Shadowbolts have successfully quelled all rioting in New Canterlot Castle but resistance in the wild pony ghettos is still strong."

Nightfire placed a hoof on his forehead and huffed. "Don't you have any good news to tell me, Brawny Hooves? I've had a bad day, today."

"Don't you mean night sir?"

"I meant what I said, which is why it was a bad *day*. The wild ponies think the old order is coming back, all thanks to Zero's little stunt." Just then, the door cracked open and a bat-winged pegasus peered inside.

"Permission to enter."

"We're rather busy right now, Winged Eclipse? Can it wait?"

"Sir, somepony has come forward claiming to have information vital to the capture of Zero."

Nightfire and Brawny Hooves looked at each other and then at Winged Eclipse. "Bring him in."

"Actually, it's a mare, sir." Winged Eclipse replied. He then looked over his shoulder and called out. "You can come in."

"So, wild pony," Nightfire said the mare that just trotted in, "what information do you have, Miss..."

"Fenette...Shirley Fenette. I know who Zero really is."

"Oh you do, do you?" Nightfire raised an eyebrow. "And why would you tell us that?"

"Because I want Zero dead."

* * *

><p>The gauntlet has been thrown. Lelouch shook his hoof in defiance against Nightmare Moon and all hell has broken loose. Will Kallen remain loyal now that she knows the truth of Geass? And will Leouch survive his betrayal by Shirley? And how much blood will be shed in Lelouch's rebellion? Find out in upcoming chapters of <em>Rebel Against the Night.<em>


	12. Chapter 12: Anything You Can Do

_Rebel Against the Night_

By

CrossoverManiac

_Code Geass_ is owned by Sunrise, Inc. _My Little Pony: Friendship is Magic_ is owned by Hasbro and created by Lauren Faust. This is a fan-based work not intended for commercial purposes. Character thoughts are _italics_.

* * *

><p>Chapter 12: Anything You Can Do...<p>

Meadow Prancer was sore from the long uphill trot from the palace to one of the mountains bordering Canterlot. The trip seemed to drag on forever because the path, a cobblestone road, made five loops around the mountain spiraling upwards. This would appear, at first glance, to be a pointless exercise in exercise except for the fact that the mountain peak was too steep to climb if not for the gentle slope of the cobblestone path. Meadow Prancer stopped and sat on a patch of grass growing in the spot where a stone dislodged from the road to rest her aching hooves. At the end of her journey was the entrance through an iron gate twenty feet high. Within its perimeter was the Wonderbolts' headquarters. Like most pegasi-centric architecture, balconies covered the main building from all sides, but it only had a single door for its front entrance for the occasional earth or unicorn pony.

Floating beside Meadow Prancer was a fresh batch of zap apple pie. Because it was out of season, it took a city-wide scavenger hunt and a bit of endurance to track down a store with a can of zap apple preserves. Back on Earth, Soarin' mentioned having a craving during a conversation about the lack of variety of fruit in that world. It was only fair to grant him a small luxury. Meadow Prancer then noticed dozens of winged shadows soaring along the ground. The young unicorn glanced up and saw a flock of Wonderbolts flying between her and the sun in the direction of their headquarters.

Meadow Prancer galloped from behind, occasionally teleporting to keep up. "Hey Soarin'! Over here!" Meadow Prancer called out. "Soarin'! It's me! Come on down." Some of the Wonderbolts glanced back at the mare for a moment before dismissing her. Then the one taking lead in the formation performed a vertical loop and glided down.

To Meadow Prancer's disappointment, it wasn't Soarin' but, rather, a mare with a spiky yellow and orange mane landing just a few feet away.

"You must be Captain Spitfire." Meadow Prancer extended a hoof, but the friendly gesture wasn't accepted. "I'm Meadow Prancer. We met last summer."

"Whadda you want." Spitfire grumbled.

Meadow Prancer frowned at Spitfire's rudeness. "To see Soarin'. I made him a zap apple pie."

"Just hoof it to me and I'll pass it along."

"If you don't mind, I'd rather give it to him myself."

"Actually, I do mind." Spitfire spat. "You've done more than enough *to* Soarin' already."

"What are you talking about...is this about the mission *Princess Celestia* assigned to us?"

"Don't hide behind the princess! I never liked you cloak and dagger ponies at the Ministry of Intelligence, and now I know my gut feeling was right, all along. Soarin' was one of the most cheerful ponies that I ever flew with. But after you got through with him, Soarin' become an emotional wreck. He doesn't talk to anypony, not like he used to. He shut himself from his teammates. And those scars on his cutie mark, it looks like somepony branded him. If this wasn't a secret mission, I'd pry apart those tight lips of yours and make you tell me what happened. You snuffed out the joy in Soarin's heart. That zap apple pie is an insulting gesture after what he's been through."

"Look, Captain Spitfire. I tried to watch out for Soarin'."

"Not from where I'm standing."

"It was just a recon mission, but he got emotionally involved and took unnecessary risks."

"That's a load of dragon droppings!" Spitfire snapped. "Soarin's been my wingpony for years. He's too laid back to take the initiative."

"Not this mission, he wasn't."

"Then tell me what happened."

"You know damn well I can't," Meadow Prancer stomped.

"Can't or won't."

Meadow Prancer was less than inch from Spitfire, both in each other's angry glare. "You're in the military," said Meadow Prancer. "You know full well not to question orders from Princess Celestia."

"There you go again-hiding behind the princess."

Meadow Prancer's horn started glowing. "I don't hide behind anypony, certainly from the likes of you."

"You're in the Ministry of Information. You should know better than to threaten a commissioned officer." Meadow Prancer stepped back, still fuming at Spitfire. "It doesn't matter whether or not you tell me. I've given Soarin' a few assignments away from the capital and, more importantly, away from you."

"On whose authority?!"

"My own! I'm captain of the Wonderbolts!"

"Soarin' is still reassigned as an operative for the Ministry of Intelligence."

"Then go run about to the princess and complain to her. It's all you're good for." Spitfire was satisfied that she shamed the unicorn into silence. Meadow Prancer left the zap apple pie on the ground as she trotted away.

* * *

><p>"So, did you like it? Did you like the power I gave you?"<p>

Trixie let out a long sigh. "Look...um...what was your name again?"

"C.C," said the white earth pony mare.

"Look, C.C., I know I said I'd grant your wish, and at the time, I thought I meant it, but..."

"Did you like your power or not?"

"I will admit that it was...useful. A mere glance was all it took to make Blueblood's summoning spell mine. It was as if I knew it my whole life."

"So, you're satisfied with the results."

"I am, but it's unfair to offer special powers without telling me the conditions."

"If that was a problem, you shouldn't have accepted the contract!"

"Well, I was emotionally vulnerable at the time." C.C. responded to Trixie's excuse with a groan. "It's not my fault that good-for-nothing prince was ruining my reputation."

"You're not talking your way out of our deal."

"You thug! What are you?! A loan shark?! Taking advantage of poor ponies at their most vulnerable! By the way, what was my end of the contract?"

"You don't even know what I want and you're already trying to worm your way out on our agreement."

"Very well, the Great and Powerful Trixie will grant your wish. Just give her time to earn enough money..."

"My wish can't be bought."

"Then what is it?"

C.C. gestured to Trixie to come inside. "Not out here."

Trixie stepped back wearing a disgusted look on her face. "The barn door of the Great and Powerful Trixie doesn't swing that way."

"It's not that either."

Trixie followed C.C. inside and closed the door behind her. "Now me what is your heart's desire so I may fulfill my end of the bargain."

"My wish is to die."

"Are you out of your little pony mind?!" Trixie shook her head. "Get somepony else to kill you or better yet, do it yourself."

"Could you at least let me explain why I wish to die?"

"I normally don't listen to sob stories, but I'll make an exception in your case." C.C. inched up to Trixie and leaned forward. "We're alone. You don't have to whisper." Trixie was caught off guard when C.C., in one movement, stood on her hind legs and forced Trixie's head down. The unicorn magician didn't have time to react when C.C. impaled herself on Trixie's own horn. One moment, she was leaning over to hear C.C.'s story. The next, warm blood was running down her cheeks.

"HELP!" Trixie cried out. "Somepony help!" She then clasped her mouth closed. _I have blood all over me! They'll think I did it on purpose!_ Trixie raced to the tub praying that the motel staff left some clean water. Fortunately, room service was on its hooves that day. Trixie squirted half a bottle of liquid soap over a scrub brush and dipped her face into the tub. While she was washing off the remaining traces of blood, somepony was pounding on the door.

"What the hay is going on in there?" A stallion called out from the other side of the door. "Are you hurt?"

_Sweet Celestia and Luna, don't let them lock me away!_

"No, no one's hurt." Trixie dropped her scrub bush in the tub upon hearing C.C. talking to the stallion.

_No, it couldn't be her. It just couldn't be. But it's her voice_. Trixie wiped the soap suds around her eyes and galloped to the front room. Her ears did not deceive her. C.C., whose underside was bathed in crimson, was speaking to the concerned citizen standing outside.

"What was all that yelling? And who was that? It didn't sound like you."

"My roommate fell asleep waiting for me, and I startled her when I walked in."

"Then you won't mind somepony checking on her."

"He's suspicious," C.C. said quietly to Trixie. "Let him know you're not hurt."

"I'm perfectly fine. Uhhh...It was dark in my motel room, and I couldn't tell it was her."

"Oh sweet Celestia! I woke up for this manure!" The stallion stomped off back to his room and slammed the door to his motel room behind him.

"How?!" Trixie mumbled. "How are you still alive?"

"The same way I gave you powers. Now you understand the nature of my wish."

* * *

><p>"So, let me guest this straight-I use this *Geass*, as you call it, until it's powerful enough to accept your code, and I become an immortal?" Trixie and C.C. trotted side-by-side pulling Trixie's show cart behind them.<p>

"In the final stage of Geass, the user attains the position of the one who granted them the power. Right now, your Geass isn't strong enough, but, over time, it will be the more it's used, and when it's strong enough, you will gain the power to take my life. Of course, you'll lose your Geass in the process."

Trixie shuttered at the mention of killing, but she pushed her moral trepidations aside. She would be immortal after all, and it wasn't like C.C. didn't want this. In fact, this was the reason why she granted her Geass. It would be less like murder and more like euthanasia.

"Trixie, you're not getting squeamish on me?"

Trixie held her nose up. "Me? Squeamish? Ha! The Great and Powerful Trixie is all too happy to take immortality off your hooves. By the way, how would I know if my Geass is strong enough?"

"I'll let you know when the time comes."

"And why do you want to die anyway? Do you know how many ponies would give their right legs to be like you?"

"It's the natural order of existence. Life only has meaning if it's finite. Without death, all we have are random events. You can't call that being alive."

"In other words, you can't hack it."

C.C. frowned at Trixie. "Try being that cocky after living a few centuries. Can you stand in judgment of me because I'm seeking to end an unnatural existence?"

"You want me to take your immortality or not? The way you talk, I'm beginning to think you'll chicken out."

"The way I talk?!" Trixie nearly tripped when C.C. came to a sudden stop. "I'm the one getting scolded for giving up immortality. If anyone's dedication to the contract that should be questioned, it's yours."

"C.C., I'll take immortality over dying an old mare any day. In fact, I'm looking forward to eternity," Trixie said with a smug grin. "Though, I do wonder-how is it that an earth pony like you can use magic?"

"It's a long story. Maybe I tell you later."

"And how it is that you're immortal? You seem more like an alicorn to me."

"I don't know what an alicorn is."

"Did you say you never heard of an alicorn?" C.C. shook her head. "What backwater town of Equestria did you come from?" Trixie said contemptuously. "Alicorns are the most powerful of all ponies and have the traits of the three pony tribes. They're connected to the land like an earth pony, fly like a pegasus, and can perform magic like unicorns."

Once again, Trixie almost tripped over when C.C. came to an unexpected stop. "Wait! Does that mean they have wings *and* a horn?"

"Will you please warn me the next time you stop? Have you ever been in a wagon team before?"

"Not exactly."

"Were you born into wealth? Is that why you never learned to pull a cart?"

"Actually, I was born into poverty."

Trixie placed a hoof over her forehead. "I can't believe I need to school a grown mare on something so sophomoric. But to answer your question-yes, they have both wings and a horn. I said they have the traits of all three pony tribes didn't I? Why are you acting so surprised?"

"It's nothing."

"And why must you be so secretive?"

"I'm C.C. That's why."

"That's a terrible answer."

"The one who I last made a contract with would say the same thing."

"And what happened to him."

"Long story."

"The Great and Powerful Trixie will permit you to keep your secrets. She didn't feel like listening to your boring life story anyway."

* * *

><p>The townsponies of Trottingham placed their daily routine to the side and indulge their curiosity for a two-pony circus act setting up shop in their town square. A stage burst forth from the wagon as a fireworks display burned just above.<p>

Trixie emerged from a puff of smoke and stood on her back legs. "Gather everypony, one and all, and witness the Great and Powerful *and* Versatile Trixie. And accompanying the Great and Powerful and Versatile Trixie is the mysterious mare from the mysterious lands beyond the Everfree Forest, the enigmatic C.C." The immortal pony stood on the edge of the stage wearing a purple headdress with sapphire feathers radiating outward and a purple skirt and bloused adorned with cheap glass jewelry.

"How kitsch," C.C. deadpanned.

However, the crowds didn't share Trixie's enthusiasm. Their groans and boos were louder than the firework show.

"You're that wanker that made a laughingstock of herself in Ponyville," said an earth pony mare with a sandy yellow coat, a blue mane with bright yellow highlights, and a tightrope cutie mark.

"You're right, Sunny Beach," a pegasus mare with a mane and coat of fur of white with red blotches and a pencil and paper cutie mark said in agreement. "It's the same one that almost got a whole town eaten by an Ursa Minor."

"When that happened I was a mere shadow of my current self, but now the Great and Powerful and Versatile Trixie will have you so awestruck, her minor snafu will never cross your minds again." Trixie activated her Geass and scanned Sunny. Sunny Beach's very inner nature was laid bare before her. The muscles throughout Trixie's body twitched as though the mare's special talent came natural to her. "Now, what's your special talent, little hayseed? It wouldn't by any chance be...a feat of balance."

"Oh great wonders! You guessed my special talent by looking at cutie mark," Sunny said sarcastically. The rest of the crowd laughed alongside her.

"Care to pit your special skills against a jack-of-all-trades like me?"

"Let me get my beach ball, and I'll make you regret ever coming to Trottingham." Sunny pointed to a house one-half block away."

"Just make it quick. I have other neighhhhsayers to put in their place."

About a minute later, Sunny came out with a beach ball nearly as big as her. "Betcha you can't do this." Sunny leaped on the beach ball and stood on her front legs. The beach ball moved as she walked along the top while doing a foreleg stand. Sunny finished her trick with a back flip. "Now show us what you can do."

Trixie slid off her cloak and magic hat. "I won't even need my horn."

"Speaking of horns," Sunny called out, "you better have some bits on you if you pop my beach ball."

Trixie jumped on the beach ball and flawlessly matched Sunny's feat of balance and dexterity. "This one's for you, C.C.," she said. While doing a foreleg stand, Trixie rolled the beach ball in a figure-eight pattern with Sunny at the center of the one of the loops. Sunny gritted her teeth harder with each lap Trixie made until the other ponies could hear her molars grinding. Trixie arched her back and switched from standing on her forelegs to her hind legs before doing a double back flip off the beach ball. "Didn't I tell you, little hayseed-anything you can do I can do better."

Sandy glared at Trixie who responded with a smug grin. "Beginner's luck," she spat.

"Anypony else?"

"How about me?" The pegasus mare who was talking to Sunny stepped forward. "Name's Ruby Patches and I can outdraw you any day of the week." Ruby already had a sketchbook and pencil laid out before her. The pencil between Ruby's lips raced across the paper. Some of the audience looked worried as Ruby's head moved across the sketchbook so fast it left a blur in its wake. Their concerns vanished when Ruby held up a grayscale drawing of her jumping on a rain cloud. A bolt of lightning shot out of the cloud striking Trixie, who was drawn with buck teeth and a dull expression, on her rear end. "Your turn, wanker."

After scanning Ruby with her Geass, Trixie levitated the sketchbook and paper from her. "I'll beat you at your own game just like I did with your little friend, and I'll do so without my horn."

Trixie held the pencil between her teeth and sketched as fast as Ruby Patches. Her head moved faster than Ruby Patches'. She then flipped over the next page and began sketching as well. A moment later, she flipped to the next page.

"The Not-so-great and Pathetic Twit is really knobbing it up, huh Ruby?" A unicorn stallion said mockingly.

"You're made a complete arse of yourself," said Ruby. "Now stop scribbling chicken scratch all over my perfectly good sketchbook."

Trixie tore out the four pages that she drew on and held them together-two on top, two on the bottom. The four pages formed one single drawing-Ruby Patches surrounded by ponies holding their noses and flies hovering around. Her patches were particularly darker than the ones on her body. Everypony was shocked that the picture flowed seamlessly even though they were drawn in one page at a time. Even the sketch of Ruby, which was drawn in segments at each corner of the four pages that met together, had no overlap errors.

"So what if you could sketch one drawing over four pages," Ruby stammered in a vain attempt to save face. "My spots are lighter," she said while pointing to Trixie's sketch.

"That's because I haven't put the finishing touches yet. And now it's time for life to imitate art." Trixie fired a beam of magic at Ruby Patches. The pegasus mare looked herself over. Her spots turned from bright red to dark brown.

"You think turning my spots a different color makes up from botching that sketch? Well think..." Ruby's nose caught a whiff of something fowl in the air. The others began taking sniffs as well. Suddenly, they all backed away from Ruby leaving a circular space twenty feet across all around her.

"I told you life would imitate art. They'll call you Manure Patches for now on." Trixie laughed.

"You tart! You trollop!" Ruby fumed. Then, a buzzing noise surrounded her. The flies were gathering around her like a freshly-laid pile of dung. Ruby swatted at the flies with her tail and wings but they were overwhelming the poor mare. She had no choice but to fly off.

Trixie was rolling on the floor busting a gut. "How about Flying Meadow Muffin? That's a good one for you! Ouch!" Trixie leaped up after a well-placed lightning bolt caught on the flank. While rubbing the sore spot, Trixie looked up and saw Ruby on a small cloud.

"Life imitating art, you say?" Ruby gave the low-lying cloud a good back kick sending another lightning bolt to Trixie, but this time the unicorn magician wasn't caught off-guard. She redirected the lightning back into the cloud shocking Ruby in the rear.

C.C. was sitting on the pavement and watching Trixie performing her 'act' with a disapproving stare.

_I miss Lelouch._

* * *

><p>Trixie and C.C. were in a forest clearing bathing in the warmth of a roaring campfire. The trees were stripped bare of their leaves by the changing seasons and could no longer conceal the glorious spender of the night sky from ponies traveling through the forest.<p>

"I love Geass! I love it! I love it! I love it! I love it! I loveeeeee it!" Trixie said exuberantly. "Did I awe you with my greatness or what?"

"Actually, you're a terrible disappointment."

"What?!" Trixie blurted out as she scratched her sides.

"The last pony I made a contract with used his Geass more constructively. He did great things with his power."

"And who is this stallion you speak of?"

"His name is Lelouch."

"If this Lelouch is so great, how come I never heard of him?" Trixie glanced back and forth between her two sides and resumed scratching the two spots.

"He's from the same place I am-beyond the Everfree Forest, as you coined it."

"Wait? You're not serious about that hokey carnival routine are you?" C.C. gave Trixie a straight face. "You are serious. Well, if the Great and Powerful and Versatile Trixie is ever in your neck of the woods, she'll look this Lelouch up and prove that she's the better pony."

"You don't get it."

"Get what?" Trixie caressed the spots on her sides that she rubbed raw.

"It wasn't that Lelouch is more powerful than you but that he had something worth living for. The power was only a tool to make his ideas reality. If you weren't so full of yourself..."

"Can it, will ya? I don't need the high and mighty lecture from somepony that wants to take the coward's way out."

"I've lived long enough!" C.C. raised her voice. "I don't need someone that hasn't even lived a third of a lifetime telling me I've given up!"

"Okay, okay, I'm sorry. You were right," Trixie said solemnly. "That was a terrible thing to say." _I better not argue too much with C.C. She might change her mind and decide to keep her immortality._ "I hope you find it your heart to forgive me."

"Sure, whatever. Hey, why are scratching?"

"I wasn't scratching."

"Yes you were. You're scratching the same two spots."

"Well, now that you mention it. I've had this sensation since I scanned that pegasus back in Trottingham. It feels like I'm supposed to have wings."

"You must have gained her knowledge of flying."

Trixie instantly perked up. "Do you think I'm able to..."

"No, you can't fly. Geass has limits. It's like stealing the talents of a trained athlete. You may have his skills but if you're not as physically fit as..."

"Hey! I don't steal talents. I just learn them."

"Steal or learn-the point is that you may gain a particular skill set, but you can't use the talent if you're not physically able to, and that includes flying."

"There may be a way around that."

"There is?!"

* * *

><p>The massive gray cloud spat out bolts of lightning by the thousands until the sky burned with a blinding white light. As the ringing of ear-slitting thunder faded, a multitude of ponies screamed out in terror. Pegasi, singed and lifeless, spiraled downward crashing into buildings and ponies on the ground that survived the onslaught of lightning.<p>

"NO! STOP IT PLEASE!" Soarin' leaped from the top of the hill and flew upwards. "YOU DON'T HAVE TO FIGHT! DON'T LISTEN TO ZERO! THERE'S ANOTHER WAY! I SWEAR!" The wake of teardrops blowing off Soarin's cheeks froze into ice crystals. "WE'RE ALL PONIES! WE DON'T HAVE TO KILL EACH OTHER!" Soarin was heading for a vein of lightning lingering for a moment as though it knew its victim would fly into its clutches when he was caught in the clutches of somepony and yanked away. Instantly, his surrounding shifted from Tokyo to a cloud overlooking a valley.

"Let go of me, dammit! I have to stop Zero before he gets more ponies killed!" Soarin' flailed his hooves in an attempt to break the hold of his captor. "Please I have to go back before more ponies die!"

"It's okay," the other pony reassured Soarin'. "You were just having a bad dream."

Soarin' pulled away from his captor. "I think I've seen you before," Soarin' said while studying the other pony's face. "You were in Equestria."

"Well duh! Of course we're in Equestria. This is where the Cloudsdale Weather Team practices weather management. You doze off in the middle of their training exercises, not that there was anything worth seeing." Below Soarin' and Dash were pegasi haphazardly herding storm clouds together and doing a terrible job at it. They were frantically trying to put their storm back together.

"You were the one that won the Young Flyer's Competition?"

"Yep, that was me." Rainbow Dash was a bit bewildered. "We hung out with your friend Rapid Fire after the awards ceremony."

Soarin' now remembered. It was Spitfire's idea-reduced duties. It was be easy enough not to be stressful but kept him busy enough that he didn't have time to think about his previous assignment, though some part of him wondered if it was more to keep Meadow Prancer away. He was supposed to help the Cloudsdale Weather Team with creating storms as well as keeping them confined to the practice grounds. Or that was least what Spitfire intended, but the best laid plans of mice and ponies… Fatigue was getting the better of Soarin' and he dozed off. Well, it wasn't just fatigue but the recurring nightmares from the horrors he experienced on Earth that denied him rest. Last night, he relived being branded by the Britannians. This time, it was the memory of the lightning bombardment at the start of Zero's assault of the Tokyo Settlement. Viceroy Cornelia, apparently, wasn't aware that pegasi could control the weather and had ordered her flight-capable troops in the air despite the obvious hoof-made monster cloud lingering above their heads. There must have been tens of thousands of pegasi struck dead in the first volley alone. Scorched marks all over their lifeless bodies. Oh Celestia the smell! The smell of ozone and burnt flesh! _No Soarin'! Stop it before you freak out again!_

"What's wrong? Are you okay?" Rainbow Dash gently stroked Soarin's mane.

"I'm okay. I'm still getting my...What are you doing?" The rainbow-maned pony nuzzled up to Soarin' and rubbed his back.

"You must be freezing."

"But I'm not..."

"Then how come you're shivering?"

"Well, I..."

Rainbow Dash looked Soarin in the eyes while rubbing his mane. "Call it a day. You look like you've been through Tartarus."

"I can't go back to the motel, not without finishing my job."

"You're no good to anypony in your condition." Rainbow Dash gazed into Soarin's distraught eyes. "The Cloudsdale Weather Team will still be here tomorrow. A one day holdover isn't that big of a deal."

"I don't know..."

"Look if you don't, I...well...I'll drag you back myself...and in ten seconds flat." Soarin' couldn't stop himself from smirking at the mare threatening him with forced bed rest.

Soarin took a deep breath and exhaled. "I suppose I don't have a choice," he said half-kidding, "you're too much for me to handle."

* * *

><p>C.C. and Trixie trotted along the busy streets of Canterlot. The clock just struck twelve, and the workers were taking their afternoon lunch break. The air was inundated by the aroma of delicacies prepared by the local bistros lining the streets. C.C. intently scrutinized the towers of ivory and indigo stone that defied the knowledge of architecture that C.C. accrued over the centuries.<p>

"Impressive, isn't it?" Trixie said beaming with pride. "And this is just the portion excavated from the cliff facings. The rest of Canterlot is on a plateau in the Foal Mountains, and it has three times as ponies. Tell me, does that country of yours have a city as glorious as this."

"The closest thing we have is the Tokyo Settlement. It's not as picturesque, but it's much larger."

"Tokyo *Settlement*?!" Trixie emphasized the word 'settlement' with a tinge of contempt. "When I think of 'settlement', I think of those three-house frontier towns in the middle of that Celestia-forsaken desert. How large could it possibly be?" Trixie rubbed the same two spots from before.

"You could fit this place in just the top level four times over."

"And just how many levels are there?"

"Five."

"You're yanking my tail. There's no way a place like that could exist and no pony ever heard of it."

"Believe what you want. Any chance we can get something to eat? I'm hungry."

"I'm short on bits, so we have to make due here." The luster of the chrome building Trixie pointed to contrasted with the medieval design of the other shops on the block. The streamline contours made it more like a vehicle built for speed than an eatery. Overhead was a sign that read-

**JOE'S DONUTS**

**From sunrise till late**

The two mares were greeted by a brawny, gruff-looking unicorn stallion wearing a white vest and hat. His scruffy blonde hair was only two shades darker than his coat.

"Trixie!" The unicorn stallion greeted the magician pony. "It's been ages. Where've you been?"

"More like where haven't I been, Joe?" Trixie replied.

"How's life treating you?"

"Pretty good, actually. Things are finally looking up for me."

"And who's your pretty lady friend?" Joe asked with his gaze fixed on Trixie's companion.

"I'm C.C.," she deadpanned, "the mysterious mare from the mysterious lands beyond the Everfree Forest."

"Save it for the show," Trixie grumbled.

Joe let out an uproarious laugh. "Having trouble with your assistant?"

"She can be *difficult* sometimes...no...more like all the time."

Joe laughed uproariously. "I'm sure you'll have her bowling over the crowds in no time flat." Joe levitated a pen and notepad from his pocket. "So, what will it be, ladies?"

"The usual," said Trixie.

"And what about you? What do the ponies eat in the 'mysterious lands beyond the Everfree Forest'?" Joe joshed.

"My favorite dish is pizza, though most of them eat rice and nori."

"What's nori?"

"It's a type of seaweed."

"Hey!" An angry customer yelled. "Some ponies are eating here!"

Joe let out a half-hearted laugh. "Maybe your friend should ease up on the food humor," he said as tactfully as he could.

"Don't tell gross jokes when other ponies are eating," Trixie admonished.

"I'm not joking."

"Then keep it to yourself."

"It's not my fault they're so squeamish."

"Just tell me what you want," Joe huffed.

C.C. read the menu. She wasn't in the mood for sweets. "I'll take the bran muffin."

"Anything to drink."

"Water."

"Coming right up." Joe trotted back behind the counter.

"I really wish you'd cut out the gross-out jokes."

"I'm not joking. Believe whatever you like."

"Next, you'll be telling me they eat fish."

"Are you from Canterlot?"

"What makes you think that?"

"The baker-he knew you. He even knew what your 'usual' was."

"If you must know, yes, the Great and Powerful and Versatile Trixie had her humble beginnings on the outskirts of Canterlot. I was the only one in my family that had a talent for magic. The rest could barely hold a broom, but someone of my caliber," Trixie pressed a hoof to her chest, "couldn't settle for working in the family business-street sweeping. When my magic teachers wouldn't accelerate my training, I dropped out of Celestia's School for Gifted Unicorns and struck out on my own. I traveled from one end of Equestria to the other taking on all challengers and leaving them in the dust." A bottle of honey levitated over the donut Joe set in front of her.

"Is that why you bully others? To prove yourself?" C.C. took a bite from her bran muffin and a swig of water. "You shouldn't be so hung up on what others think of you."

"And you don't care enough." Lemon filling squirted out of the honey-covered donut Trixie sunk her teeth into and unto C.C.'s foreleg.

"Do as you wish, Trixie," C.C. huffed. She licked off the lemon filling. "You're welcome to spend your eternal life however you see..." The half-eaten bran muffin stuffed itself into C.C.'s mouth.

Trixie leaned over the table and whispered. "Keep the immortality stuff on the down low. I don't want anypony else knowing about you."

C.C. bit off the portion that was in her mouth and gulped it down. "Next time you want to keep something confidential, tell me instead of ramming food down my throat. I'm not breaking our contract if that's what you're thinking."

"I'm not thinking that at all." Trixie patted C.C. on the shoulder. "But who's to say somepony wouldn't force you to give it to them?"

"I'd say it."

"Let's not take any chances, shall we?"

"Like I said, I won't say a word about our contract."

"Now that's settled, we can take care of business." Trixie levitated some bits on the counter.

* * *

><p>Canterlot Tower cast its shadow over the city streets. The back alleys that were denied the rays of Celestia's sun dulled until it was a microcosm of Luna's night. Anypony that stepped in the alley was concealed in the overcast and couldn't be seen at a distance. Only a block away was the entrance to Celestia's School for Gifted Unicorns still basking the sun. In front of the gate was a gray unicorn stallion in gold armor. Trixie and C.C. stuck their heads out of the back alley watching the mansion for the intended target.<p>

"I don't see how this will help you fly," said C.C.

"You will in a moment, if our target keeps to schedule. Ah, there she is."

She was a unicorn, mane was a bright maroon with hot pink highlights, and her coat was pure white except for her crescent moon cutie mark. What made her stand out for C.C. was the pair of gossamer thin butterfly wings. The unicorn flapped them and took to the air, but her movements were more like an exotic tropical fish floating inside a gentle underwater current. She then tipped-toed on her hind hooves in mid-air as though she stepped on an invisible stage.

"Is she an alicorn?!" C.C. asked.

"Oh please! That's just Moondancer. She's just an ordinary unicorn who just happens to come from a family of ballet dancers. Those are just artificial wings," Trixie scoffed. "They last only three days and anything stronger than a breeze will pull them apart."

"Then why bother copying her?"

"You'll find out."

"Go ahead and use your Geass."

"Done it already. Well, here goes nothing." A ribbon of light that started at the tip of Trixie's horn coiled around her until...

* * *

><p>Trixie awoke in her cramp carnival wagon with C.C. sitting beside her reading one of the many travel guides Trixie collected beneath the glow of a kerosene lantern.<p>

Trixie tried getting out of bed, but the world began spinning the moment she sat up.

"Oh Celestia! My head!"

"Oh, you're awake," C.C. said in a reassured voice. "I was planning on getting a doctor for you in the morning."

"A doctor...," the barely coherent Trixie mumbled groggily. "...morning."

"The sun set hours ago, Trixie. You fainted right after casting that spell."

Trixie sat up in bed for a moment before dizziness forced her down again. "The spell-did it work?"

"That's what I wanted to talk to your about. Your wings, they look like...stars."

"Of course they do." Trixie rolled over on her stomach. The blankets slid off the bed as a pair of dark blue silhouettes stretched forth. Constellation of stars floated within these ethereal wings. "I combined Prince Blowhard's summoning spell with the one copied from Moondancer. If the spell works as it suppose to, these will be more durable and last longer."

"You know, thanks to those wings, I had to pull your cart across town and then carry you two whole blocks..."

"Yeah! Yeah! Yeah! I get it. The spell was harder than I thought, but the Great and Powerful and Versatile Trixie isn't so easily deterred." Trixie shot up only to flounder as the room spin. C.C. nudged Trixie away from the edge of the bed and kept her from falling off.

"Could the Great and Powerful and Versatile Trixie take a moment to rest?"

Trixie reclined back and held her hooves against her horn. "I suppose it wouldn't hurt to take a little break."

* * *

><p>The knife between Suzaku's teeth was a silver blur sweeping over the peeled apple leaving behind eight evenly-sized slices that was raked into a waiting incline hanging off the edge of the table that ended at the open maw of a masonry jaw, all in one seamless motion. The process was repeated with each new apple Suzaku rolled off the cutting board.<p>

"That is so awesome!" Applebloom squealed. "I sho' wish I could cut apples that fast."

"It's not something you're born with. It takes practice." Suzaku sliced up another apple but then stopped at the last slice leaving six slices with of them twice the size of the others. "That jar's full. Could you put it with the others and get an empty one for me? There should be some underneath the table."

"Sho' thing."

Applebloom gleefully complied with Suzaku's request and placed the jar on the other end of the table next to the other jars full of apple slices. "Now where the rest of them jars?" She asked Suzaku.

"There's no more under the table?"

Applebloom shook her head. "I don't see any."

Suzaku pushed his chair back and headed for the pantry. "There's some more in here."

"Want me to fetch'em?"

"That's okay. They're too high up for you to reach." The only empty jars were on the top shelf. Suzaku stood on his hind legs and tried nudging an empty jar close enough to grab it. Then a shiver went up Suzaku's back. It was the eerie presence of somepony hovering over him. Suzaku made a half-circle movement with his left front leg hooking the shoulder of the intruder while at the same time pivoting on his back hoof until he was behind the intruder and with the intruder's front leg twisted behind his back.

"Suzaku, what in tarnation are ya doin'?"

"Big McIntosh?" Suzaku released the big farm from his hold. "I'm sorry. I didn't know it was you."

Big McIntosh rubbed the pulled shoulder joint. "I was only gettin' the jars off the top shelf for ya. I'm the only one in the family tall 'nough to reach'em."

Suzaku inspected Big McIntosh's leg for damage. "I'm sorry for overreacting."

"Taint nothin' to fret over. I shoulda warned ya I was reaching over yer shoulder." Big McIntosh cradled the masonry jar in his front foreleg and placed it on the stool at the end of the incline. "Well, I gotta go. I have chores to finish up."

"Don't go runnin' off so quick, Big McIntosh," Applebloom pleaded.

"Wut for?"

"Suzaku, could you do the knife trick?"

"I didn't do a knife trick, Applebloom."

"But ya did. You sliced up dem apples lickety split and I ain't talkin' 'bout the Lickety Split that lives on Puddinghead Lane. If ya blink Big McIntosh, yer miss it."

"Well, go on Suzaku? I can't fool around fo' too long."

"I don't know why Applebloom thinks it's a trick, but..." Suzaku, once again, in one clean motion, sliced another apple into eight slices and raked them off the cutting board into the waiting incline.

"Ain't that just the coolest thing yer ever seen in a kitchen?"

"Suzaku sure knows how to handle a knife." _A little too well but I oughta keep that part to mahself._

As Suzaku was finishing filling up another jar, Applejack trotted through the kitchen.

"Big Sis! Big Sis!" Applebloom said while jumping up and down. "Have yer seen Suzaku's knife trick yet? He's the worst most awesomeest preserves maker in the whole wide world!"

"Applebloom," Applejack scolded. "You know better than being a nuisance to the help."

"The help?!" Applebloom repeated.

"Don't you have a class project due by the end of next week?"

"But Applej..."

"Don't back talk your elder sister. Your teacher won't be pleased to hear that you wasted valuable study time watching the farmhooves work."

"Yes Big Sis," Applebloom shuffled back to her room to study.

"Mr. Kururugi," said Applejack in a cold, unfriendly voice, "after you've finished making preserves, tend to the leaves before it snows less you want on a blemish on your work record."

"Now what the hay's gotten into ya!" Big McIntosh said in a cross tone. "What's with the hoity toity talk? Ya sound like Auntie Orange bad mouthing a butler."

"I've merely taken the liberty of establishing a professional work environment." She then glared at Suzaku. "I'm acting on behest of Mr. Kururugi." Applejack tilted her head up and strutted out the kitchen.

"I thought y'all two settled yer difference," said Big McIntosh.

Suzaku closed his eyes and sighed. "You know that rivalry between Applejack and Rainbow Dash."

"Eeyup." Suddenly, Big McIntosh got wide-eyed. "Don't go tellin' me ya were rootin' for Rainbow Dash."

"It's not that. Applejack's mad because I missed the Running of the Leaves. I was too busy repairing the fence to watch. And she's been...more formal ever since."

"Formal?! More like bein' ornery. I don't understand what gottin' into that mare. First she gits mad that yer around and then she's mad when yer not. Applejack ain't normally like this. But I do wanna say that The Runnin' of the Leaves is mighty important. Yer could have taken off to watch."

"I thought I could watch the leaves fall another day. No one told me we're supposed to run through the woods and make them fall."

"Of course sumpony hafta make the leaves fall. It wouldn't git done if there weren't ponies applyin' a lit' knee grease to it."

"The leaves don't fall by themselves?! You're telling me nothing occurs naturally?!"

"Of course it does. Ponies are a part of nature."

"I mean without anypony making it."

"Yer mean using magic like they do in Canterlot?" Big McIntosh asked under the assumption Suzaku might have misspoke.

"No, I mean without any pony at all

"Nope."

"The rain?"

"Pegasi take care of that."

"The seasons?"

"It's our town tradition to change all of the seasons with our own four hooves. When it's time for spring, we'in gonna have Winter-Wrap. The whole town gits together plowin' snow, wakin' up hibratin' critters, and guidin' the migratin' birds.

"What about the sun and the moon? Don't tell me ponies are responsible for raising the sun and moon."

"Just 'cause I don't tell yer don't make it not true."

"You mean ponies..." Suzaku stuttered while pointing up.

"Eeyup. Princess Celestia raises the sun while Princess Luna raises the moon."

Suzaku sat on his haunches staring into space dumbfounded. His mouth left half-opened. "But it doesn't make any sense. I know ponies have the power to alter nature but nature not functioning without ponies?"

"The only place that I know that don't have any need for ponies is the Everfree Forest, and not too many ponyfolk like goin' there. Clouds move by themselves, animals take care of themselves, and the plants grow on their own. It's mighty creepy for us. Sum times Suzaku, you make me think there's a mess of ponies hidin' out in the Everfree Forest and ain't never seen 'nother pony tendin' to nature. Tell yer wut-if Applejack gives ya anymore trouble, lit me know and I'll straighten her out."

* * *

><p><em>I never knew pegasi had it this good. Almost makes me wish I was born one instead of a unicorn...almost.<em> Trixie's hair ruffled as the cold wind flowed through it as she banked around the mountain side. The g-forces permeated her whole body down to the bone. Trixie shot straight up like a rocket punching a hole in the clouds. In her wake was a trail of white smoke as thick as the clouds she wounded. Trixie then made a 180 degree turn and began a speedy descent into a meadow nestled between the hills. A cone of white blazed the trail of Trixie's death plunge. A fraction of a second before impact, Trixie made a sharp 90-degree turn. Her tail brushed against the ground for a moment before descending just above the white-coated hilltops. Her hooves made a slight crunch sound as Trixie landed. There waiting for her was C.C.

"I see why you made me go through the trouble of tracking down this Spitfire," said C.C. "She's certainly a skilled flyer."

"They didn't make her captain of the Wonderbolts for nothing."

"Are you planning on adding flying tricks to your act?"

"You're damn right I am, but first, I have a score to settle in a town not far from here. Somepony humiliated me. It was because of her my act went south. If you didn't give my routine a makeover, I would have taken that job at the rock farm."

"Your people farm...rocks."

"What? You don't have rock farmers in Japan."

"I heard of rock gardens but never a rock farm."

"Rock gardens?! You Japanese ponies are weird."

"Well, technically, I'm not Japanese. I was just staying there."

"Whatever. Just memorize the lines for the 'beyond the Everfree Forest' opening."

"Should we be worried about an act when you're plotting to murder somepony?"

Trixie's jaw dropped wide open. "Murder?! I'm not murdering anypony."

"But she's your rival, isn't she?"

"I just want to one-up her in magic, not kill her. What kind of pony do you think I am? Just remember-you're job isn't done after the opening act." Trixie unrolled a map suspended in mid-air. "Follow these directions. It's vital for my grand finale and, most importantly, putting Twilight Sparkle in her place."

"And what am I suppose to do when I get there?"

Trixie levitated an air horn and pressed the valve. The air horn made a loud BURRRR sound. Despite the sudden loud noise, C.C. didn't flitch or react. "Just blow on this and head straight for Ponyville once it runs out of air." Trixie stuffed the air horn in C.C.'s saddlebag.

"Why? What's supposed to happen?"

"It's a little something to scare the ponies of Ponyville."

"Will it be loud enough to be heard?"

"Oh it will, you can count on it being loud enough."

* * *

><p>Rainbow Dash was taking a siesta on a cushy white cloud while the noonday sun made the nippy winter air slightly more bearable when she was stirred from her nap by a familiar voice.<p>

"Long time, no see, Rainbow Dash." There was no mistaken that voice, that accent.

Rainbow Dash rolled over and looked over the edge of the cloud. "AJ, is that you?"

"Sho' is, and I brought company with me."

"Dashie, we're been so worried about you," said Fluttershy. "We haven't seen you in such a long time."

"AJ, FS, mind letting a pony have her forty winks, will ya?" Rainbow Dash yawned.

"Sorry 'bout that, Rainbow Dash, but I haven't seen hide or hair of ya since ya took that trip ta Cloudsdale."

"Sorry to be gone so long, AJ," Rainbow Dash yawned again as she glided down beside Applejack. "But Cloudsdale Weather Control couldn't push a cloud if their lives depended on it without me holding their hoof the whole time."

"And ain't none of it have anything ta do with that there Wonderbolt," Applejack grinned mischievously.

"AJ!" Fluttershy cried out. "You can't ask Dashie something so personal...unless you want to answer." Fluttershy gave Rainbow Dash a big smile. "You don't mind do you, Dashie?" Fluttershy made her trademark squeak.

"Aw come on! Cut out the good cop/bad cop routine."

"So you're fixin' tell us how your date went?" Applejack grinned.

"We didn't go on a date. Soarin' was on official Wonderbolt business."

"Ya ain't sweet on'em but y'all on a first name basis?" Applejack smirked.

"Look, Soarin' was there for the same reason I was-Cloudsdale was having trouble with their weather, and we were there to help out."

"Sure you were, Dashie," Fluttershy giggled.

"Come on' Rainbow Dash, be honest."

"Well, he is sorta cute," Rainbow Dash grudgingly admitted.

"Oh I get it: nothin' goin' on but ya wouldn't put up a fuss if there was."

"I guess so."

Out of the corner of Rainbow Dash's eye, a fireworks display burst into multi-colored sparks. A stage sprung up from a covered wagon.

"Not this manure again!"

"What's wrong, Dashie?" Rainbow Dash answered Fluttershy's question by pointing to the wagon. "I don't understand."

"It's the Fake and Powerless Trixie," Rainbow Dash said derisively.

"Um...isn't that...kind of mean."

"This is Trixie we're talkin' 'bout here, Fluttershy," Applejack answered. "And Rainbow Dash got good reason ta get all riled up."

"Yeah, she hogtied AJ and had me in a tail spin."

"Come on girls, I reckonin' we better git over there before Trixie stirs up a mess of trouble."

Applejack, Fluttershy, and Rainbow Dash didn't have any trouble finding a spot to watch the show. The only other ponies were a few of the other fillies and colts from Miss Cheerilee's class, Snips and Snails included.

"Mares and gentlecolts," said Trixie from behind the curtain of her portable stage, "gather, one and all, and prepare to be awestruck by the Great and Powerful and Versatile Trixie!"

"This is sooooo awesome!" Snips said gleefully.

"Woohoo! Go Trixie!" Snails cheered.

"Could you two grow a brain?" Rainbow Dash groaned. "Trixie is a boaster and a liar."

"She's still totally awesome," said Snips.

In a puff of smoke, Trixie appeared on stage. "And assisting the Great and Powerful and Versatile Trixie is the mysterious mare from the mysterious lands beyond the Everfree Forest, C.C." Trixie let C.C.'s name drag out for dramatic effect. The immortal mare once again donned the purple headdress as before. "What's that C.C.? You have something to say to the audience?"

"Wha...wha...what?" C.C. said snapping out of her daze.

"Didn't you have something to say to the audience?" Trixie said with teeth tightly clinched.

"Oh right. I am C.C., duchess of the land beyond what you Equestrians call the Everfree Forest…um...uh…"

"The miracle that is the Great and Powerful and Versatile Trixie," Trixie said just high enough for C.C. to hear.

"Oh right... The miracle that is the Great and Powerful and Versatile Trixie..."

"...has spread far and wide..."

"...has spread far and wide, even to my own land. I have traveled many moons to witness Trixie's greatness with my own eyes."

"Could you say that with any less emotion?" Trixie whispered harshly.

"Yer a low-down liar," shouted a rather young filly. "She ain't from no Everfree Forest."

"I said, 'from beyond the Everfree Forest'."

"Well, she ain't from there either." The young filly, Applebloom, shoved her way through the crowds.

"Oh, it's just a little blank flank," Trixie mocked. Some of the younger ponies snickered. "You know better than to call a grown pony a liar."

"It ain't wrong to if it's true."

"What do you know, little blank flank."

"I know a pony from beyond the Everfree Forest. I'm goin' ta fetch him and prove yer C.C. is a phony pony."

"'Phony pony'?!" Trixie chuckled. "How clichéd and unoriginal! Go ahead and bring your little imaginary friend, little hayseed."

"Applebloom!" Applejack called out to her sister just as she was about to leave. "Didn't I tell you not to bother the farmhoof?"

"But Big Sis," Applebloom said while pointing to Trixie and C.C., "she's a-fibbin' 'bout her coming from the Everfree Forest."

"A farmhoof!" Trixie chuckled. "Oh isn't that cute? Your little sister thinks the farmhoof is from beyond the Everfree Forest."

"Oh second thought, Applebloom, go fetch Suzaku."

"Suzaku?!" C.C. gasped.

"What's a-matter? 'fraid of meeting the gen-u-rine article." Applejack smirked.

"You just made that Sneeze-Achoo name up."

"Trixie!" Rainbow Dash jumped into the conversation. "You got some nerve showing your face in Ponyville, after what happened last time."

"If anypony should be ashamed to show their face, it's you. If I recall, I was performing circles around you, though perhaps I should say you were going around in circles courtesy of my magic."

Rainbow Dash leaped on the stage with a wing-assisted jump. "Wanna go for round two." Rainbow Dash was on her hind legs while her front legs were posed to strike.

"All in good time. The Great and Powerful and Versatile Trixie is patiently waiting for more eye witnesses to your second defeat. And as for you, little hayseed," Trixie said to Applejack, "I can't wait for your little sister to bring that farmhoof of yours here so I can put him to shame as well."

The crowd has doubled in size but it was still a far cry from Trixie's first visit, though she did more hecklers than last time.

"Get out of town!"

"We still haven't forgot your last visit!"

"You and your stupid assistant sucks!"

"Oh keep showering the Great and Powerful and Versatile Trixie with your ignorant taunting. It'll only make my victory that much sweeter. Oh and Rainbow mare..."

"The name is Rainbow *Dash*!"

"Whatever. Just be a dear and fetch your friend Twilight Sparkle."

"Gladly. Twi's going to so kick your flank...or what's left of it after I'm done with you." Rainbow Dash flew off to the Ponyville Library.

"And what about you, little pegasus?" Trixie menaced Fluttershy. "Will you challenge the Great and Powerful and Versatile Trixie?"

Fluttershy slinked away and shook her head. "Um...no...I...I...rather not."

"You, undoubtedly, are the brains of your little group. You're the only one who figured out that I can't be outdone by anypony. My, you didn't take very long." Rainbow Dash returned with Twilight Sparkle following beside her. "Of all of the ponies in Ponyville, it's you I'm looking forward to beating the most. It'll be my grand finale."

"Trixie, I don't want to duel you," said Twilight.

"You think you can take the easy way out like your yellow pegasus friend." Trixie pointed to Fluttershy. "Well think again. It was because of you I was homeless and my reputation was destroyed."

"Trixie, if anypony is to blame for your misfortune, it's you. It was your bragging about vanishing an Ursa Minor that started this."

"Hey!" Snails cried out. "Don't forget us. We brought the Ursa Minor, remember."

"It's the fault of you *and* your two fans."

"The Great and Powerful and Versatile Trixie has more than just two fans."

C.C. tapped Trixie on the shoulder. "If you don't mind, I need to prep for the next act."

"And miss the opportunity to watch the farm pony eat her words?! Just be patient."

"I rather not be here when..."

"I said 'be patient'."

"Well that ain't no way to be talkin' to royalty, Trixie." Applejack mocked.

"I can be frank with her because she has only the utmost respect for me and practically worships the ground I walk on, despite being royalty." C.C. rolled her eyes at Trixie's falsehood.

Applejack caught a glimpse of Applebloom and Suzaku galloping towards them. "Well Duchess C.C., I reckoned you'd like to talk to Suzaku 'bout the land beyond the Everfree Forest on account yer homesick."

"Big Sis," said Applebloom, "I brought Suzaku like ya asked."

"Mr. Kururugi," Applejack slipped back in her stuck-up, high society act, "this is Duchess C.C. She comes from your nation and she's here as a guess of Trixie. Care to educate us on the proper decorum for your nation's nobility." Applejack looked over her hunches and grinned mischievously at C.C.

"I can't believe it," said Suzaku. "I thought I was the only one here."

The smirk on Applejack's face faded. "Wait...wut?!"

"I thought you were still on Kamine Island. Is there anyone else with you?"

C.C. shook her head. "Not that I know of."

"So, you're from the land beyond the Everfree Forest too?" Trixie asked Suzaku.

"I am, though the part that I come from is called Japan."

Trixie opened her eyes wide. "I think C.C. mentioned being from Japan as well. I guess we're both right, hayseed. Now that's been settle, prepare for the grand finale, C.C."

"Um...sure." C.C. went through Trixie's wagon and retrieved the saddlebag with air horn and map.

"Excuse me," said Suzaku, "but I have to go."

"And just where are you going, Mr. Kururugi?" Applejack asked in a snobbish tone.

"No time to explain." Suzaku was in such a rush, he didn't bother to stop for a second to talk.

The haughty aura surrounding Applejack disappeared as she watched Suzaku chased after C.C.

"Oh gee, it's one-thirty already?" Applejack said looking at the town clock while feigning concern. "Time sho' do fly when yer havin' fun. I reckon it's time fer me to skedaddle outta here." Suddenly, Applejack was taken off her hooves and planted back in her original spot.

"Where do you think you're going, hayseed?"

"Well...I...have sum family business that needs tendin' to."

Trixie tossed some rope beside Applejack. "It won't take long."

"Wut won't take long."

"Why, a roping competition, of course."

* * *

><p>"Are you planning on capturing me again?" C.C. asked Suzaku. She was on her way to prepare for Trixie's grand finale when she was cut off at the pass. "Well?"<p>

Suzaku shook his head. "What would I do with you if I did? It'll be pointless to even try."

"Then why did you pursue me?"

"To ask you what you know?"

"Make it quick."

"Did anyone else come out of the portal?"

"To tell you the truth, I wasn't conscious when it happened. The only person I know is here is V.V."

"Who's V.V.?"

"The colt with the long blonde mane accompanying the emperor?"

"Where is he? You didn't leave him alone did you?"

"You've seen me 'die' before, but I always come back."

"I have." Suzaku reminisced about his first encounter with C.C. back in Shinjuku when they were still human. He was one of the honorary Britannian recruits assigned to retrieve a canister filled with what was thought to be poison gas from Japanese terrorists. What was inside was really C.C., kept in stasis, not unlike what he and Rolo placed C.C. in when they captured her. His commanding officer shot her and tried to shoot him to keep her existence a secret. Months later, she turned up again at the Battle of Narita as though that day at Shinjuku never happened.

"Well, V.V. is just like me. So I wouldn't worry too much about him. Now, if you don't have anymore questions, I'll be on my way."

"There is one more question-did you see *that* thing?"

"If you mean the horse with wings, a horn, and a mane made of stars, I have."

"That's the thing that attacked us on Kamine Island."

"Trixie called it an 'alicorn'. They're the ruling class in this country."

"So, are they invading Earth?"

"That's the strange part. These ponies know nothing of our world. It may be some covet operation or a different group of alicorns."

"Look, I know it's probably wrong for me to ask, given our history, but if you find anything out, let me know."

"I'll think about it, but even if I agree, don't expect me to go out of the way just to pass on information."

"Well, thanks anyway."

Unbeknown to Suzaku and C.C., a little filly was eavesdropping on their conversation.

* * *

><p>Trixie leaped through the rope loop with each pass. Then, with a flick of her tail, the rope noose wrapped itself around an apple off the stand that Applejack was working, which found its way in Trixie's mouth.<p>

"I believe this should cover it." Trixie levitated two one-bit coins out of her coin purse and tossed them at Applejack's hooves, who was struck dumbfounded by Trixie's performance. Trixie then tossed Applejack the rope. "A little souvenir to remember me by."

"Bu...bu..."

"No 'buts' to it, little hayseed. The Great and Powerful and Versatile Trixie can outdo anypony at their own game, and if I recall, the rainbow pegasus is next."

"My special talent is flying," said Rainbow Dash. "You don't even have wings."

"Oh is that so?" Trixie slipped off her cape. The audience was in awe of the wraith wings. Trixie took her time savoring the fanfare, the mesmerized crowd growing more numerous by the second.

"How did you become a princess?"

Twilight scrutinized the new 'alicorn. "Trixie's no princess. This is just a variation of the flutter spell I cast on Rarity."

"Nonetheless, thanks to these, I'll fly rings around your friend." Trixie took off and circled Rainbow Dash three times and shot straight up.

Trixie climbed until the ponies, from her perspective, shrunk to the size of gnats. _How diminutive, how insignificant they are! Maybe C.C. was right. Maybe I cared too much about what they thought of me. Nopony ever lost sleep over an ant having a poor opinion of them. After this show, I might have to reconsider my act. It has been all too easy to outdo every challenger that dared match talents with me._ Before the Geass, she had to work at it. Whenever a pony had a special talent that Trixie couldn't match, she used her powers to make a fool out of them hoping everypony would be too busy laughing at Trixie's poor victim to remember the original boast. But now, it's was getting boring. Trixie pushed those thoughts to the back of her subconscious from which they came. This was her big chance to wipe the slate clean, to redeem her reputation. She wouldn't let a moment of complacency deter her. Besides, she had to strengthen her Geass, so not have some fun while working towards the goal of eternal life.

Trixie nosedived. As she accelerated, the passing air first whistled and then screamed until it could no longer tolerate this creature cutting a trail of partial vacuum through it. As Trixie neared the ground, the air thickened into a cone obstructing her path through the atmosphere. However, the unicorn mage would not be stopped. Trixie devoted all her energy into forcing her wings to open and flap against the growing pressure of the Mach cone. The air, in turn, pushed against Trixie harder. But in the end, Trixie's magic was too much and the Mach cone was shattered in a ring of red, yellow, and blue. That same rainbow pattern marked Trixie's flight path.

"But the Sonic Rainboom?! That's my special talent!" Rainbow Dash said in disbelief.

Trixie glided back on stage. "Didn't I tell you whatever you can do, the Great and Powerful and Versatile Trixie can do better." The magician cloak floated back on Trixie just as her wings dimmed momentarily. "Now anypony else?"

Applebloom wormed her way through the crowd until she reached her sister. "I listened in on Suzaku conversation like yer asked." She said while tapping Applejack on the shoulder

"Oh good...not that I want'cha makin' a habit of spyin' on grown folks. What did ya hear?"

"They say sumthing 'bout alicorns."

"And?"

"That's all I could understand on account they were speakin' Suzaku's language."

"Then Trixie's stagehoof really is from beyond the Everfree Forest. And I think they knew each other from before. Do ya know where Suzaku is now?"

"Headin' back over here."

Applejack scanned the audience for Suzaku. He was on the far edge watching Trixie embarrass another pony.

"Suzaku, ya don't mind me asking..."

"Don't worry, I'll be back in time to finish my chores."

"But Suzaku..."

"Can it wait?"

"I reckon so." Applejack hung her head and shuffled off.

Suzaku took a deep breath and trotted on stage.

"Well, if it isn't the little hayseed's farmhoof. Care to try your luck." Trixie scanned Suzaku as she did the other, but Suzaku was a harsh reminder that even she had limitations. By now, Trixie had a sense of what was physically possible for her. For Applejack, it was a matter of dexterity and tail-to-eye coordination. For Rainbow Dash, the artificial wings did all of the work. But it wasn't as clear cut for Suzaku. He was fighter and Trixie had his fighting technique, but he was physically stronger and could pull off moves that Trixie didn't have the strength for. She had to come up with a way out or be one-upped at her own show. Fortunately, Suzaku inadvertently gave her a break.

"Is this necessary?" Suzaku asked.

"Excuse me."

"Is it necessary to humiliate these ponies for your act? This is all pointless and cruel." Suzaku then turned to the audience. "And you? She wouldn't do this if there weren't ponies watching."

"I would challenge you, but I don't feel like competing over who can be the bigger nag." Some of the audience chuckled. "Now don't you have something better to do than being a wet blanket?" Trixie levitated Suzaku and dropped him off just outside the crowd.

"Hey Suzaku!" Rainbow Dash called out as she flew over the audience. "Why didn't you show Trixie up? You totally kicked those diamond dogs' flanks."

"I'm not fighting Trixie."

"Who said anything about a fight-just a little sparring match to put Trixie in her place."

"That's precisely why Trixie's here. As long as you give her attention, she won't stop."

"But Trixie's so obnoxious."

"I said 'no'."

"Fine," Rainbow Dash pouted. "Have it your way."

* * *

><p>C.C. studied the map a second time. Sure enough, the cave fit the description Trixie wrote on the back of the map. The entrance was a gaping chasm wide enough to even accommodate a Britannian land cruiser, a mobile military base equipped to house dozens of Knightmare frames.<p>

"I don't know what Trixie was thinking sending me all the way out here." C.C. laid the air horn on the ground and stepped on it, but instead of blowing, it just simply fell over. "I hope this prank is worth the trouble." C.C. tried to blow the air horn again, and, as before, it tipped over. "Why isn't it working?" C.C. looked it over and noticed a pin holding the valve in place. "How did I miss this?" After pulling the pin, C.C. stepped on the air horn, which played its ear-splitting wail. "I knew this thing wasn't loud enough. None of those ponies will hear it from here. Besides who would be so childish to think a monster lives in this cave."

RRRRRRRAAAAAAAAAAAAAAWWWWWWWWWWRRRRRRRRRRRR!

C.C. could feel her internal organs vibrate. A giant paw, composed of the same ethereal matter as Trixie's wings, reached out, followed by another paw, and finally, the head of a bear with teeth as long as C.C.'s legs, snarling and growling.

* * *

><p>Trixie strutted on stage in a hot-red gown lined with encrusted diamonds and emeralds. Her mane done in a Prench braid with a single blue forget-me-not clipped just above her ear.<p>

"You colts will leer at any filly that stumbles into town. I mean, I just threw this plain little outfit together on the spur of the moment," Trixie said with false modesty. Some of the Ponyville mares gave Trixie the evil eye for stealing the attention of their stallions. Trixie earned the ire of one mare in particular. "How does it feel to know I'm the superior fashionista."

Rarity turned up her noise and humph. "Beginner's luck."

"Quit foolin' around and so something cool," Snips griped.

"Yeah, something awesome!" Snails restated Snips' demands.

"Be patient, you two!" Trixie snapped. "The Great and Powerful and Versatile Trixie will perform her greatest feat of magic when she sees fit."

RRRRRRRAAAAAAAAAAAAAAWWWWWWWWWWRRRRRRRRRRRR!

"What the hay was that?"

"Is that a hydra growling?"

"Or, worse, a dragon?"

RRRRRRRAAAAAAAAAAAAAAWWWWWWWWWWRRRRRRRRRRRR!

It was getting closer. All of Ponyville was in a state of panic over the roar coming from the Everfree Forest. Ponies fled to their homes. Mares and stallions grabbed their young foals or younger siblings.

"Piña Colada! Get inside!" A mulberry-colored mare cried out to a light pink filly.

"But Berry Punch!"

"I said get inside, NOW!" Berry Punch slammed the door shut once Piña Colada was inside.

Everypony was in the grips of absolute terror except Trixie who was beaming with smug self-satisfaction.

"Fear now, townponies of Ponyville for the Great and Powerful and Versatile Trixie will deal with this menace." Trixie flapped her wings and flew just above the rooftops.

"Why do I have a feeling Trixie is behind this?" Twilight Sparkle asked.

"Cause she probably is," Applejack answered.

"Come on girls, we better follow her just in case that stunt of hers goes awry." Twilight, Rainbow Dash, Pinkie Pie, and Rarity followed Trixie. Fluttershy took a deep breath to gather up her courage before following her friends.

"Hey! Wait for us!" Snips cried out as he and Snails followed the Element Bearers.

"Applebloom, skedaddle back to Sweet Apple Acres."

"But Big Sis, I wanna go too!" Applebloom whined.

"I says 'go back home' or else ya wanna a hoofin' on yer toosh!"

Applebloom sighed. "Yes Big Sis." The two sisters then parted ways.

Trixie landed just outside the Ponyville city limits on the side of town facing the Everfree Forest. The first thing to come out of the cursed woods was C.C. running for dear life. Not far off was the Ursa Minor, snapping trees that had the misfortune of being in its path.

C.C. came to a screeching halt in front of Trixie. "What the...hell is...that!" C.C. panted.

"That's an Ursa Minor, and I'm guessing you woke it up from its hibernation!" Twilight scolded. She then said to Trixie, "and I bet you ordered her to do it."

Trixie patted Twilight. "Oh don't worry your pretty little head! The Great and Powerful and Versatile Trixie will take care of this monstrosity. Watch and be amazed!" Trixie flew up to eye level with the Ursa Minor and hovered in place. Trixie's horn powered up. Her magic created a gentle wind that flowed across the waters of Froggy Bottom Bog. The breeze blew through broken cattails, which played a soothing melody that could be heard all the way from Ponyville. The Ursa Minor's rage was quickly subsiding. Its eyelids were growing heavy.

"Twi," Rainbow Dash asked, "is she casting your spell on the Ursa Minor?"

"It looks like it."

"Can she pull it off?" Ask Rarity.

"I don't know."

"And now that I've soothed the savage beast, the Great and Powerful and Versatile Trixie put it to rest. Would you like your bottle? I bet you do. I bet you do." Trixie said in baby talk. She directed her attention to the Ponyville water tower. The glow from Trixie's horn doubled in intensity, but the water tank would not budge. "Just give me a second." Trixie strained harder, but the tank still wouldn't move. Instead, Trixie's wings faded. The unicorn magician plummet and landed on her bottom. "My wings! Why did they..."

When the lullaby stopped, rage possessed the once docile beast sending him back on the rampage. "No!" Trixie said in denial. "It was supposed to work!" Trixie then remembered C.C.'s warning.

* * *

><p>Flashback<p>

"Hey, why are scratching?"

"I wasn't scratching."

"Yes you were. You're scratching the same two spots."

"Well, now that you mention it. I've had this sensation since I scanned that pegasus back in Trottingham. It feels like I'm supposed to have wings."

"You must have gained her knowledge of flying."

Trixie instantly perked up. "Do you think I'm able to..."

"No, you can't fly. Geass has limits. It's like stealing the talents of a trained athlete. You may have his skills but if you're not as physically fit as..."

"Hey! I don't steal talents. I just learn them."

"Steal or learn-the point is that you may gain a particular skill set, but you can't use the talent if you're not physically able to, and that includes flying."

End of Flashback

* * *

><p><em>Twilight Sparkle? Perform magic that I can't? Even if I know how the spell works? That means her magic is stronger than mine? No! It can't be! It's not fair!<em>

The Ursa Minor's roar snapped Trixie out of her sobering epiphany and sent her fleeing for her life.

"Twi, now would be a good time fer ya to do that trick you did the last time," said Applejack.

"Way ahead of you AJ." Twilight resumed playing the lullaby and once again, the Ursa Minor calmed down. It struggled to keep its eyes open. "The next thing to do was to give the Ursa Minor some milk to drink." Twilight strained to tip the water tank over emptying it of water. She levitated it across town to Sweet Apple Acres and through a barn door.

"Oh dear Celestia! We're in trouble!" Applejack cried out.

"What are you talking...hey! Where are the cows?"

"They all left Ponyville while I was out of town helping out Peach Melba."

"But I can't keep the Ursa Minor docile while moving him back to his cave without the milk."

"Yes you can," Fluttershy said with determination in her voice.

"But we need the milk to keep the Ursa Minor calm. I can barely levitate something that big when it's cooperating. It's out of the question to move the Ursa Minor if it's fighting to break free."

Fluttershy placed a reassuring hoof on Twilight's shoulder. "Let me take care of that part." Fluttershy flew up to the Ursa Minor and stroked its forehead. "You poor thing. Did somepony wake up?"

The Ursa Minor yawned, licked its lip, and bellowed.

"Oh that would make anyone cranky. Don't you worry about the bad old pony that woke you up. Auntie Fluttershy will give her a good scolding." Fluttershy looked her shoulder and said, "he's ready to go back to his momma."

"Wait!" C.C. said horrified. "Did she say that thing was going back to its mother?!"

"She sure did," said Pinkie Pie. "That's just the Ursa Minor."

"And its mother?"

"You don't want to know."

Twilight's horn was a sword of incandescent white. Her powerful magic levitated both Fluttershy and the massive Ursa Minor and carried them across the Everfree Forest. Once the massive cub was back its den, the exhausted Twilight powered down and fell on her haunches.

"Okay, Duchess, care to explain how you got chased by a cranky Ursa Minor, an Ursa Minor that's suppose to be hibernating" Rainbow Dash admonished C.C. "Well?"

Twilight then noticed C.C. glaring at Trixie. "Oh don't think we didn't know this was Trixie's idea, but you went along with it, so you're just as much at fault as her."

"She isn't," said Trixie. "It's completely my fault. I tricked C.C. into it. I sent her to the Ursa Minor's cave without telling her what was in it and told her to blow an air horn."

C.C. and Twilight did a double take. "You're accepting all the blame?!" Twilight asked.

Trixie nodded. "I thought I could vanquish the Ursa Minor by using your spell. Perhaps, I should have...practice more."

"No, you shouldn't have summoned that monster in the first place."

"Twilight Sparkle!" Mayor Mare cried out. She was accompanied by her secretary, Bit Coin, and the stallions from Ponyville's volunteer police department. "What the hay happen? Was that Ursa Minor back in town again?"

"Trixie, care to tell the mayor what you told us?" Everypony waited to hear from the Great and Powerful and Versatile and Drenched in a Nervous Sweat Trixie.

* * *

><p>The knocking of hooves against metal jolted Trixie from her slumber. She rubbed her encrusted eyes. The fuzzy vertical lines came into focus. They were bars of iron. Trixie fell off her cart. "Wha...wha...what am I doing in...oh, now I remember." On the other side of the cell was Caramel.<p>

"Rise and shine, Great Pain in the Flank Trixie," Caramel berated. "You got 500 hours of community service."

"Did you say 500 hours? I thought the mayor said I had a thousand."

"Would you rather have a thousand hours?"

"No, 500 hours is perfectly fine."

Caramel escorted Trixie across town to a rundown building. The interior was stripped bare. Partitioning walls knocked down. Shelves were torn off the wall.

"Remove the nails from the scraps of wood and take it to the beaver farm. The sheetrock goes to the landfill. The bricks go to the quarry strap pile. I suggest working 10 hours at least. It'll make your community service an even fifty days. And you and your friend better not slack off or else we'll add more hours."

"My friends?! What's he talking about?" Just then, C.C. stepped from behind the building. She was hitched to a cart.

"C.C., that's my job."

"I'm your accomplice, so it's both our jobs."

"We'll both get into trouble if..."

"I talked to Mayor Mare, and she agreed to cut your sentence in half I help you."

"Why would you help...me?"

"I told you already-I'm your accomplice. We're in this together until our contract has been fulfilled."

About an hour into their work day, Caramel stepped away to talk to somepony outside. Trixie took the opportunity to speak with C.C.

"I bet Lelouch never caused you this much trouble."

"HA!" C.C. laughed sardonically. "This was a cakewalk compared to what Lelouch would put me through."

"I'll assume by 'cakewalk' you mean I'm not as demanding as Lelouch."

"You're demanding in your own way, but what you ask is no where near as much of an inconvenience."

"I thought he wasn't wasting his power like me. Wasn't he the one doing *great things* with his Geass."

"Accomplishing great things and doing something easy are often mutually exclusive. My contract with Lelouch was high maintenance compared to yours. I'm sorry that you couldn't beat Twilight Sparkle."

"C.C., it isn't over yet. In fact, this defeat makes me want immortality more than ever. Twilight's just a one-trick pony whereas I'm the Jack-of-all-trades. That much I have over her. Your code will may close what lead Twilight Sparkle has."

"I don't know about that, but I hope you find fulfillment with my code."

"Shhh, he's back." Trixie, upon seeing Caramel returning to the work site, went back to pulling nails out of the scrap wood and dumping it in their cart.

"Are you C.C.?" Caramel asked.

C.C. nodded. "I am."

"There's some pony who wants a word with you in private. She's waiting for you out front."

"I won't take long," said C.C. as she stepped out. To C.C.'s surprise, it wasn't Suzaku who was waiting for her, but Applejack.

"Aren't you the one Suzaku works for?"

"Well, technically Suzaku works fer our family farm, Sweet Apple Acres. Name's Applejack, Duchess."

"I'm not a duchess. That's just part of our show."

"Wut 'bout comin' from beyond the Everfree Forest?"

"That much Trixie was being honest about. So what did you want to talk about?"

"I need ta know wut's yer relationship with Suzaku."

"I don't think that's any of your business."

"Look, I consider Suzaku as part of the Apple family."

"Sorry, I couldn't tell by the way you spoke to him last night."

Applejack nervously slid her hoof along the ground and averted her eyes from C.C.'s. "Well, that was on account of a fallin' out we were havin'. Please, I hafta know. I don't mean any harm by it, I swear on Celestia's mane."

"If you must know, I supposed if I was pressed into it, I would say Suzaku was my foalnapper."

"Now ya wait one second, missy! Suzaku ain't the type of pony to go foalnapping a pony."

"You asked and I gave an answer."

"And just why would Suzaku foalnap anypony?"

C.C. took a deep breath and exhaled. "The ruler of our nation wanted me to do something for him. When I wouldn't cooperate, he sent Suzaku to bring me to him."

"Why of all ponies would he send Suzaku?"

"Probably because he's a knight."

"Our Suzaku?! A knight?!"

"And why do you care? Are you his lover?"

If fur could blush, Applejack would be beat red. "No...no...now don't be jumpin' to no conclusions. I was just watchin' out for our farmhoof, that's all."

"Could have fooled me. You sound like a jealous girlfriend."

"The...the...the...then you need yer ears checked." Applejack made a hasty retreat back to Sweet Apple Acres.

"My, what a shy girl," said C.C.

* * *

><p>"Suzaku, sorry to catch ya headin' off to bed, but I hafta have a word with ya?"<p>

"What can I do for you, Miss Apple?" Suzaku yawned.

"Can we stop the fancy talk? Look, I was wrong to be all strict on ya. Can ya find it in yer heart to forgive me?"

"Only if you find it your heart to forgive me for missing the Running of the Leaves?"

"Well shoot, Suzaku. You ain't from 'round these parts. I shoulda explained how important it was."

Suzaku smiled at Applejack. "I'm glad we can be on speaking terms again." Applejack wiped a tear running down Suzaku's cheek.

"Don't git all weepy on me. I can't believe I said this after tellin' off Spike for hatin' sentimentality."

Suzaku wiped his eyes. "I can't help it. I'm just so happy that we're friends again. What's wrong?"

"Whadda mean 'what's wrong'."

"You frowned."

"Oh, I did. I was...just thinking how stupid this fight was."

"It was kind of silly, wasn't it?"

"Well, good night, Suzaku."

"Good night, Applejack." Suzaku shut the door to his bedroom.

Applejack let her head hang under her shoulders and sighed. "Yeah...friends."

* * *

><p>Flim and Flam, two identical unicorn brothers who both had the same yellow coat, candy cane mane, and blue and white striped suit and could only be differentiated by their cutie marks and Flam's walrus mustache which contrasted against Flim clean-shaven muzzle, trotted gleefully back to their lodging with money bags stuffed with bits.<p>

"I say, Flim, the apple cidar business was never this profitable," said Flam

"I do agree dear brother," said Flim. "The Super Speedy Cider Squeezy 6000 never brought in this many bits."

"Whoever would have imagined ponies would fall hook, line, and sinker for those mini-record players."

"What was those frittin' young colts calling it again, Flim?"

"I believe they called them 'Trot-Ponies', Flam."

"We should make a beeline to the copyright office and trademark that. It's the sort of brand name that tingles on the tongue, dear brother."

"Now that we can call upon the muses of ingenuity at will, the world is our personal gold mine."

"Perhaps we should find that little colt who gave us the super invention-making power and give him his fair cut, Flam." The two brothers snickered and then broke out in laughter."

"I'm afraid that young fellow will just have to learn that contracts, like any other promise, are meant to be broken. Now, enough talk about that bratty little foal. What's this surprise you were going on about, Flim?"

"You know those two exquisite, upper crust mares that graced our humble exposition of the Flim-Flam Brother's Trot-Ponies, the ones from Vanhoover?"

"How could I forget mares of such fine pedigree?"

"Well, Flam, they were so enthralled by our salesponyship, I gave them the key to our room. We'll have all night to get acquainted with them."

"I'm looking forward to cherishing these mares' virtues by having them give it to us." The two brothers laugh.

Flam slid his room key into the lock and turned, only to find the door was left unlocked. "Looks like they're already here. Put on your best face, brother. Always make a good second impression with the mares."

Flim opened the door to a darkened room. "Yoohoo! Is anypony home?"

Flam tapped Flim and pointed the silhouettes of two ponies sitting on a couch leaning against each other.

"Sorry to keep you waiting but our promotional tour was running longer than expected," said Flam. The two brothers trotted inside the room. "Oh don't be shy, my dears. You don't need to hide in the dark. If you were doing something risqué, we won't tell."

"Provided we're allowed to join in," Flim winked. However there was no reply from the two silhouettes.

"Don't be so coy." When Flam lit his horn, his heart nearly stopped. The two mares Flim invited were dead. Their heads were flopped over at odd angles. Their swollen tongues stuck out. Around each of their necks was a garrote. Each one wrapped around a common baton that was used to tighten both garrotes simultaneously until their necks snapped.

Suddenly, the door shut behind them. Somepony cast a flame spell and lit the kerosene lantern. Standing between the Flim-Flam brothers and their murdered dates was V.V.

"Do you have any idea how much of a bother it was to track you down? Why if I didn't know better, I would think you were trying to welsh on our contract."

* * *

><p>Just when it looked like Trixie would finally be humbled, the allure of power is too much for this mare and now Trixie's desire for C.C.'s code is more powerful than ever. Will Trixie obtain immortality? What plans V.V. has in store for the Flim-Flam Brothers? Can Soarin' learn to cope with the horrors he faced on Earth and can Rainbow Dash be the rainbow at the end of his dark tunnel of despair? And what twist and turn will Applejack and Suzaku's relationship take? Find out in future installments of <em>Rebel Against the Night<em>.


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